The Scorpion's Web
by Capstar98
Summary: This summer, Peter has a lot to juggle. Work, internship, Spider-Man, friends. It doesn't help that he's being tracked down by someone with a scorpion tattoo looking for revenge. Featuring, in no particular order: a car crash, a kidnapping, and a kiss. Yeah, this might be Peter's most eventful summer yet. (Picks up right after Homecoming Ends-My version of the classic Irondad fic)
1. Chapter 1

Yes, I should be writing other stories. But my muse is a flighty thing, and this is what it landed on. Keep in mind this takes place maybe a month after Homecoming ends. I have no idea what time of year that movie takes place in, but we're gonna pretend it was late spring because now it's the beginning of summer.

* * *

"Hell yeah, dude. We're done!" Ned pumped his fists above his head in triumph, skipping for a step along the sidewalk.

Peter smiled and gave a cheer, following his friend as they walked down the street and away from Midtown High.

They had just come out of their last exam of the school year. It might not have been his best work, but Peter felt the weight off of his shoulders all the same. They wouldn't have to be back in that building until the fall. He felt giddy with the freedom that came along with summer break.

Ned continued, "No more studying, no more homework for three months!"

"As long as we both passed, anyway," Peter added.

Ned rolled his eyes. "Oh, come on. We didn't fail. And whatever grade we get, it's not like we can do anything about it now. Hakuna matata, man."

Peter laughed. "Hakuna matata! Dude, we gotta watch that movie. I haven't seen that in so long."

"You know they're coming out with a live action one?"

"Yeah… but my question is, if it's all CGI, isn't that just another animated movie? Where do we draw the line there?"

Ned chuckled. "They're not drawing any lines anymore - get it?"

Peter elbowed him. "That is the lamest thing I've heard all week. And we sat through Principle Morita's commencement speech."

"Wow, yeah was that a hot mess or what. I swear there's a challenge out there for the lamest metaphors."

"Yeah - I mean, burritos? What?"

The two broke down laughing.

The sun baked down on them, reflecting off the pavement as they continued down the street, chatting easily. They were headed to the Coffee Bean to meet MJ, who had finished with her exams the day before (and hadn't failed to gloat about it). Peter hoped they had strong AC.

"By the way," Ned asked, "How's May doing about the whole -" his voice lowered conspiratorially "- _Spider-Man thing?_ Has she changed her tune at all?"

Peter shrugged. "Well, we haven't really talked about it. But she hasn't told me I can start going out again. I think she's trying to figure it all out still."

Ned hitched his backpack higher up on his shoulders. "Only makes sense really. I mean, she took it better than my mom probably would've." He chuckled. "I'd be grounded for life, man."

"Yeah, I don't blame her or anything. I still wish she hadn't found out, but there's no taking it back now."

"I mean, it might be a good thing in the end," Ned suggested slowly.

Peter looked sharply over at his friend, incredulous. "What are you talking about? She's gonna be breathing down my neck forever now."

"Well, you never know. But now you don't have to come up with any more dumb excuses. And with all of the backpacks you've been losing?" he added wryly. "She was bound to figure it out eventually."

"I guess it's nice not to have to lie to her," Peter conceded. "But still, she can't stop me forever. I mean, it's summer now!"

"She'll come around," Ned said. "I mean, if anyone would come around to it, it would be her."

"You haven't seen her stressed out, you don't know."

"You gotta admit, though. She's the chillest parental figure ever. Just talk it out. It'll be fine."

"I don't know…" May hadn't brought up the topic since the night she had found out. She had blown up at him just the once, telling him that he wasn't allowed to go out as Spider-Man until further notice. She hadn't grounded him, technically - but that wasn't far from it. He had been tempted a few times, but in the end he had respected her wishes. He didn't want to be on her bad side about all of this - and it helped that finals season kept him busy with studying.

"Whatever, man," Ned replied as he pushed open the door to the Coffee Bean.

A cool wave of air conditioning washed over them, and they sighed in relief.

"There's MJ," Peter said, pointing to a booth in the back corner.

They walked over and plopped down on the seats.

"Hey, losers," Michelle said, looking up from her coffee - what looked like some kind of latte. "How was the exam? History, right?"

Peter shrugged. "Yeah. Not bad, really. I mean I totally forgot all about the Mexican American War, and there was a whole short answer about that - Ned, you saw that, right?"

"God, don't remind me," Ned groaned.

Michelle raised an eyebrow. "Yikes."

"Hey, it's over and done with, and that's all that matters." He pushed himself out of his seat suddenly. "Now I'm gonna go get a smoothie. You want one, Pete?"

"Yeah, get me the strawberry banana one."

Ned flashed a thumbs up behind him as he walked towards the register.

Michelle sipped her coffee and looked up at him. "Did you see that video I sent last night?"

"Oh, yeah! The - the one with the goat, right?" Peter laughed. "That was great. Inspirational, really. I was just about to give up and put my textbook under my pillow."

She gave a wry smile. "Glad I could help. Although apparently not enough to save the Mexican American War."

Peter shook his head, amused. "Don't worry, it was doomed from the start. I don't think my textbook even knows about that one."

Michelle chuckled, and locked eyes with him for a moment before she quickly looked over at Ned in line at the register.

"Hey," Peter added. "I wanted to ask you which books I should read this summer. I - I mean, I feel like I haven't read a book for fun in so long. But I should have the time now, so -" he cut off, shrugging.

"Yeah, sure," she replied, tilting her head. He couldn't help but notice how nice her hair looked when it fell over her eyes like that. "I'll make you a list."

He smiled. "Awesome."

There was a commotion suddenly at the front of the cafe, and Peter cursed when he saw Flash burst in with a few of his friends.

Michelle rolled her eyes "Here we go," she muttered.

"Hey look guys, it's Nerd Leeds!" They heard Flash call out. "Where's your boyfriend, Nerd?" His friends laughed.

Ned was standing by the wall, waiting for the smoothies to finish. "Give it a rest, Flash," he replied.

Peter started to push himself to his feet, ignoring MJ when she hissed at him to just stay put. "Nerd Leeds?" he said, walking towards the front. "Come on, Flash. That's uninspired, even for you."

"Hey, there he is!" Flash grinned. "Penis Parker. And with your little girlfriend!"

"I thought he was dating me?" Ned quipped.

Flash shrugged. "What's the difference?"

The smoothies were on the counter, and Peter grabbed them. "Come on, Ned. Let's just sit down."

"Guess who's spending all summer in the Bahamas?" Flash added loudly, tapping his chest. "Have fun scrubbing toilets, or whatever it is you'll be doing. That seems like the right job for a couple of shitstains, anyway."

"Excuse me, sir," the cashier said tiredly. "Please quiet down or you'll have to leave."

Peter stifled a laugh and Ned made a face at Flash as they walked back to their booth. Flash shot them the middle finger, but then ignored them to order what he wanted.

Ned and Peter slid back into the booth and started on their smoothies. Peter smiled as he tasted it. Strawberry banana was the best.

"I'll get you for this later," he told Ned. "What is it, $4.50?"

Ned shook his head. "Nah, don't worry about it."

He smiled. "Thanks. I'll get the next one, then."

"Dude, really, don't bother. We're about to be rolling in dough. Flash might be going to the beach, but we're about to make some cold hard cash!"

"Where are you guys working again?" Michelle had been watching Flash and his friends, but turned back to ask.

Ned grinned. "The movie theater! It's gonna be sweet. We get to see all the movies for free!"

Peter shrugged. "Yeah, seems like it'll be a pretty good spot, really… as summer jobs go, anyway." He laughed at MJ's incredulous expression.

"What are you doing, then?" Ned asked. "Changing the world, right? Is professional protester a job?"

She tucked her hair behind her ear. "I told you, I'm working for a newspaper."

"Oh yeah!" Peter exclaimed. "What is it called again?"

She raised an eyebrow at him. "It's called Young New York. I'm gonna be one of the columnists."

"Right, right." Ned replied. "That sounds dope, honestly. Very professional. Do we get free copies of the paper?"

"I don't know. I think it's mostly online, so probably."

"Sweet," Peter said.

There was moment of quiet while the three of them sipped their drinks.

"Hey, you know what?" Ned said brightly, looking up.

"What?"

He smiled. "We should totally have a summer bucket list. You know - like they do in the movies. That way we'll always have something to do this summer."

Peter shrugged, glancing at Michelle. "Come on, Ned. That's kinda lame, isn't it?"

"No, it'll be fun!"

"I'm in," Michelle said suddenly.

Peter couldn't help but be a little surprised. She wasn't usually one to agree to stuff like this. He shot her a look that said just that.

"Hey, you guys are gonna be working together all the time. I have to make sure there's some reason we still hang out," she replied in that frank way that she always did.

"Come on," he said. "We would still hang out. I mean, you only live a few blocks from me!"

She shrugged. "Sounds fun, too."

He raised his hands in resignation. "Okay, then. We'll do it."

Ned rubbed his hands together in excitement. "Alright! This is gonna be great. Get brainstorming, people. What do you think - a hundred things? Fifty?"

Peter's response was cut off as the sound of sirens filled the air, then the flashing lights of a few police cars and a fire truck crossed in the street outside.

Something big was happening. You didn't see that many of them together otherwise.

He glanced over at Ned sharply, and saw the same understanding in his eyes.

Peter thought about May only for a moment. Sure, he had promised not to go out again until they talked. But it had been a little while - she had probably cooled down. Plus it was summer now, so she couldn't complain out it cutting into his school work. And whatever this was, he was sure he could help.

He cleared his throat and looked at Michelle, who had turned to see the sirens pass by the windows.

Ned elbowed him. "Peter, you forgot about that thing!" Michelle turned back around and they saw her confused expression. "The uh… the dentist, aren't you supposed to be at the dentist?"

Peter acted out shock, and pushed himself to his feet suddenly. "Oh, god. You're - you're right! Sorry, guys, I really gotta go."

He rushed past Michelle's incredulous face and out the door.

Luckily there was an alleyway a few blocks down. He and Ned came to the Coffee Bean pretty often, and he had usually started his patrols right after they finished there, so he knew the area well. He ran towards the alley, calling out his apologies to people he bumped into on the sidewalk.

Once he made it he quickly webbed his backpack behind a dumpster and pulled on his suit. He might not have put it on in a while, but he always kept it with him.

Peter smiled as he pulled the mask on over his head and heard Karen's familiar voice: "_Hi Peter. It's good to have you back." _

He shot off two webs and used them to pull himself into the air before swinging off as fast as he could after the sirens. "Good to be back, Karen!" he replied enthusiastically. "What's going on over there?"

"_Police scanners suggest there's a fire four blocks to the west. An apartment building." _

His eyes widened. "Whoa, okay. Let's go, then!" he swung as fast as he could. It was liberating to feel the familiar _thwip _of his web shooters and the air rushing past his face, and he couldn't help but feel his spirits rise. He had missed this.

However, it wasn't long before he saw the smoke rising between buildings. As he got closer he felt the heat of the flames.

He perched on a building across the street and quickly observed the area. It didn't look good. Smoke was running out of the windows, and he heard some glass explode from the heat. Two fire trucks were on the scene, and police cars were blocking off the roads. He watched as one fireman emerged from the doors, supporting a woman with his arm.

"Talk to me Karen," he said. "Where are there people still inside?"

Karen scanned the area and responded, "_The building has been mostly evacuated, but there are still several people on the fifth and sixth floors._"

"Got it," he scanned the building. Smoke was pouring out of the windows, and he saw flames leaping inside. "Where can I get inside…" he muttered to himself. "There!"

The fire hadn't quite reached the upper levels of the building yet, and several of the windows on the eighth floor looked clear of flames and smoke.

"Alright, here we go!" Peter webbed the burning building and swung feet first. His heels slammed into the window and glass shattered around him. He landed in someone's apartment. Cartoons were still playing on the television. He didn't pause, though, and rushed out the door for the stairs.

As soon as he left the apartment he was in and entered the halls he felt the heat slam into him, and smoke curled in his throat. He coughed, but ignored his discomfort to leap for the stairway, webbing the nearest railing and lowering himself two floors.

The heat only increased as he went down two floors. The walls were burning here, flames consuming the wood. Sweat poured down his face, and it felt like a pressure against his chest.

"Where to, Karen?" he asked, flipping to land on the floor. He was shocked to see the buildup of smoke, and was thankful that his mask seemed to filter out some of it.

"_Two doors down on the right," _she replied, pulling up a path on his heads up display. "_There are two heat signatures that indicate humans are inside." _

Peter was vaguely impressed that she could determine between the heat of a human and the impressive heat of the fire, but he didn't have time to consider it.

He rushed down the hall, leaping past patches of flame. He reached the door Karen had pointed out, and understood the problem. Fire had completely covered the walls and floor here. He could hear the creaking of the wood and the shifting supports. Even the door itself was burning.

Peter coughed against the smoke. "What do I do?" he hissed to himself. Karen didn't seem to have any solutions to offer.

So he let his instincts take over. He webbed what looked like a stable part of the ceiling, swung over the burning floors, and slammed his shoulder into the door.

It burst open, and he ignored the sting of a burn as he rushed into the apartment. "Hello!" he called out, straining his ears to hear a response over the sounds of the building burning around him. "Where are you?! Hello!"

He picked up a weak voice coming from his right, and opened the door to see a woman curled up the tub, holding a little boy to her chest. The woman's eyes widened as she saw him, and she reached out a shaking hand. Obviously they had been affected by the smoke coursing through the air.

Peter knelt down next to the tub. "I'm here to help. Can you stand?"

"My son…" the woman moaned. "Help my son."

He looked at the child and realized in a second that he wasn't conscious. He needed to get them out of there, _fast. _

"I've got you," he said, trying to calm her. "I'm getting you out of here."

He lifted her by her armpits, trying to stabilize her on her feet. She kept her kid clutched to her chest. It was obvious after a moment, however, that she wasn't going to be able to stand on her own.

"Ah…" he stuttered, mind spinning to try and figure out what to do. The heat was only increasing behind him. "Okay, okay! I'm going to web your kid to you, so that you don't drop him!"

Peter waited for some kind of response, but he only got a vague nod, and the woman tightening her arms around the boy. He'd take that as an okay, in the situation. He webbed a sort of carrier for the kid, wrapping around the woman's chest and neck as fast as he could.

When the boy was secure, he pulled the woman's arm over his shoulder and stepped out of the bathroom.

The fire had only gotten worse. It licked up the walls. Smoke filled the air, and the wood was groaning louder than ever.

"_Peter, you need to get out of the building," _Karen said. "_The smoke is too thick." _

"I know, I know!" Peter bit out. He spotted a window to his right and headed towards it as fast as he could given the woman he was supporting.

But then he felt a painful buzz in the back of his head, and paused just in time. A loud groan sounded above him as the ceiling burst and a beam slammed to the floor. The window shattered beyond.

"Gah!" Peter gasped, and then started coughing loudly. The falling beam had stirred up a cloud of smoke and dust that even his mask couldn't stop.

He noticed that the woman had become a dead weight by his side. Desperately, he pulled her into his arms, and leapt through the debris for the window.

They burst into the air, leaving the flames behind, and Peter shot out a web to catch their fall. He managed to land in front of the ambulance, and passed off the woman and her child to the paramedics. A few of the first responders looked at him with wide eyes, but most of them seemed too busy with their jobs to be bothered with his presence.

He raised his hand to web up the building again. There were still people in there - he had cleared the sixth floor, but the fifth -

Karen spoke up, "_Responders have cleared the fifth floor. The building has been completely evacuated._"

Peter sighed in relief before coughing loudly again. His throat was still burning from the smoke. "Thank god," he rasped. "Let's get out of here, huh?"

Out of the corner of his eye, he saw the woman and her son sitting on the back of the ambulance, oxygen masks over their faces. He hoped that they would be alright. A paramedic began to approach him, probably hearing his awful coughs, but he didn't want the guy to bother with him. He pulled himself into the air by a web strand.

Peter swung a few blocks before pausing on a rooftop to catch his breath. He pulled up his mask, pulling in deep breaths of clean air. Smoke still rose behind him.

"Wow," he managed after clearing his throat again. "That was a little too hot for me. I mean, I was sweating just walking around earlier. Fire is _hot_!" He knew he sounded a little hysterical, but that had been wild!

"_That's true Peter," _Karen intoned. "_Good work._"

He laughed in relief, and laid back on the roof, looking up at the sky. "Thanks, Karen."

He watched the clouds float past above him, content to enjoy the smoke free air for a moment. The heat of the sun didn't even bother him after the furnace heat of the fire.

Then he heard a buzz in his ear. "_Incoming call from Tony Stark,_" Karen reported.

"Oh, jeez!" he scrambled to a sitting position and pulled his mask back over his face. "Uh, answer call!"

He saw Tony's face appear on his display. "Peter! You got a sec?"

"M-Mr. Stark! What - I - what's up?" he stammered, cursing himself for his awkward reply.

Tony didn't seem to care. "Happy told me your last exam was today. How'd it go?"

"Uh, it went pretty good, I think," he managed. Then his voice gave out and he started coughing again, his lungs still working to expel the smoke he'd inhaled.

Tony frowned. "Whoa, you okay? What was that?"

He coughed one last time. "I just - you know, city smog and all."

The older man looked dubious. "Sure," he replied slowly. "Well, if you're done hacking up your lungs, I wanted to ask you what you're doing tonight."

Peter's brain rebooted for a moment as he processed the question. Maybe he had been more affected by the smoke than he thought. "What I'm… doing tonight?"

"Yeah. School's over, right? No more twenty-four/seven study hours?"

"Right," he replied slowly.

"Plus, I'm in town. So let's get dinner. Six thirty work for you?"

"I - uh," he stuttered. "Yeah - yeah, that works."

Tony nodded. "Great, I'll pick you up then. End call."

His face disappeared, and Peter was left in confusion. He and Tony had been talking more since he had turned down the position of an Avenger a month ago. He'd usually call randomly once a week and ask Peter a few quick questions about school or Spider-Man. He had even been back to the compound once to get an update for his suit. But this was new. Peter wondered what it meant. What were they even going to talk about? Nerves wound up in his chest.

For now, though, he needed a shower. He swung back to grab his things, changing in an alley a little further away just in case Ned and MJ hadn't left the Coffee Bean yet.

He smelled himself, cursing when he realized the scent of smoke clung to him even after his suit was off. "Well, at least I won't have to worry about personal space on the train."

* * *

The trip back to his apartment was uneventful. Peter texted Ned to tell him what had happened, then let his mind wander as he was lulled by the noise of the Subway. It felt like no time at all before he was walking up the stairs to his door.

He fumbled to grab his keys before pushing his way inside.

Immediately he had a bad feeling. Not a spidey sense feeling, just a regular bad feeling.

It was confirmed when May rushed at him, her face pale and firm. "Are you okay?" she asked, fluttering around him as he shut the door.

Peter noted the news going on the TV. So she knew about the fire already.

"I'm fine, May. I promise. All good," he replied quickly.

May's face transformed from worried to angry, and Peter braced himself for impact. "What were you thinking? I told you - Peter, I told you to wait! You promised you wouldn't do any of that for now! And a fire! You could've been killed!"

He managed to look apologetic. "I'm sorry, I really am. I was waiting - I haven't done anything until today!"

"And then today you decide to literally leap into the flames? Do you - do you even understand the risk you took?"

Peter pulled off his backpack and tossed it by the door. "Yeah, I do! And I'm fine!"

May just looked at him desperately. "I just - I - oh, Peter!" She pulled him tight to her chest in a hug. "You just scared me. I saw you on the news, and -" she took a deep breath and pulled back.

"May, can we just talk about this?" Peter asked, resigned.

She considered him for another moment before nodding slowly. "You're right. We do need to talk about it." She sighed, running a hand through her hair. "Okay, go take a seat. Do you want some tea? Because I want some tea."

Peter only grabbed a glass of cool water, which felt like heaven running down his throat, and settled himself on the couch. He listened to the noise of May setting up the kettle and turning on the stove. He knew that she used tea as a comforting thing. It certainly wouldn't be refreshing, with how hot it was even inside their apartment. But he understood she needed a moment to center herself, so he sipped his water and waited for her.

When she joined him on the couch, holding a mug of tea in her hands, she was much more calm. But he could still see the tension in her eyes. She was the one who spoke first. "I'm sorry I put this conversation off. It's just hard to wrap my head around. But seeing you today on the news - I know it's real. I know you're Spider-Man."

Peter nodded. "So… what are you gonna do about it? You can't - I mean -" he cut himself off. He didn't want to sound too bold, but there was no way she could keep him from being Spider-Man.

May sat forward a little. "Peter, for now, I just want to understand. How… that whole time, you were lying to me. Whenever you said you had to stay late for band, or study for decathalon with Ned - you were really going out as Spider-Man."

"Well, not _everything _was a lie," he reasoned.

"Peter," she said sharply. "Why would you keep this from me? I thought we told each other everything. And then I figure out this…"

He looked down at his lap, ashamed. "I just… I was just trying to keep you safe."

May frowned. "Keep me safe? What, did you think I couldn't handle it?"

"No, May, I -"

"Because I've dealt with a lot in my life," she said, her voice low but strong. "You and I both have. And I've always been there for you. Why wouldn't you think I'd be there for you with this?"

"I know, and I'm sorry. I should have told you. But honestly, I was just trying to protect you," Peter replied earnestly.

May placed her tea on the coffee table and put a hand on his arm. "I know, and I believe you when you say that. But I think you were also trying to protect yourself. Maybe because you didn't know what I would think of you, or thought that I would try to stop you. That I would hate you because of this." Peter shrunk down further in his seat. "You lied to me about something that's obviously important to you - just so you wouldn't have to choose between being Spider-Man and being my nephew."

His voice was small as he replied, "I guess I did."

She looked over at him softly. "Peter, I will always love you. You're all I have left in this world. Yeah, this is a lot to handle. But it's also - it's also a little amazing. And I'm proud of you. You're using your powers to do good, and that's more than any other teenager I know would do."

Peter gave a small smile at the praise, his heart lifting. But his spirits crashed down again as he realized something.

May noticed, and said, "What is it?"

"There's… something else," he said. "Something else I haven't told you."

"There's more? What, are you married?"

He frowned. "No, don't joke - I -"

May could sense his distress. "What is it, Peter? Just tell me. No more lies. Whatever it is, I can take it."

Peter hesitated for another minute before he locked eyes with her and blurted, "I'm the reason Uncle Ben is dead!"

Shock flitted across her face. "What? What are you talking about?"

He stood and started pacing back and forth in front of the TV. "It's my fault Ben is dead. When I first got my powers, I was just messing around with them, showing off. Then there was a moment when I could've stopped someone, and I didn't, so he got away. And that guy was Uncle Ben's killer! If I had just stopped him when I had the chance, he never would've died!"

May's face was pale, but she stood and put a hand on Peter's shoulder.

Peter had tears in his eyes. "I'm so sorry!"

She pulled him in for a hug, and when she stepped back looked at him resolutely. He could see the pain in her eyes, but there was also something else. "Peter," she said firmly, "You're wrong."

He only looked up at her, confused. "But I -"

May kept going, "You know, the day he died, we had a big fight." She shook her head. "I don't even remember what it was about. Something that didn't matter at all, I'm sure. I was being stubborn and wouldn't talk it through with him. So - so, he left to go for a walk and cool down. So it's my fault he was out of the apartment in the first place."

Peter took in the information, trying to wrap his head around it. "No, May -"

She put a hand on cheek and wiped away a tear. "Sometimes things happen, and there's no reason for them. Ben should still be alive, but he isn't. And that's not because I argued with him, and it's not because of what you did - or didn't do - either. There will never be a good explanation for what happened, and we have to live with that."

He nodded as he understood what she was saying. He would never forgive himself for Ben, but somehow it was a relief to know that May felt just as guilty as he did. "I'm sorry, May."

She hugged him again. "I know, honey." When she pulled back again, she went back to sit down on the couch, picking up her mug of tea and taking a sip.

Peter sat down too, a little hesitant. "So… what happens now?" He asked.

May took a breath. "Well, I'll be honest. I don't like this. I don't like that it could hurt you. But I know I can't stop you. I know this is a part of who you are. So… so there's going to have to be some rules here."

He nodded quickly, his heart soaring. At this point, he would take whatever - as long as May was on his side. "What? What rules?"

"Well, I want you back every night at 11:30, for one."

"Okay," Peter replied. Sure, it might be annoying, but May wasn't going to try and stop him! It felt like a weight had been lifted off his shoulders.

"And I know it's summer now, but this can't interfere with you going to work, or with school when it starts again in the fall."

He smiled. "Yeah, no problem!"

She just looked at him. "And no more lies, Peter. From now on, I want to hear the truth from you, understand?"

"Thank you, May!" he said excitedly. This was honestly better than he could've hoped! He just had a curfew - that wasn't a big deal. "And I am sorry," he added. "I never liked lying to you. I won't do it again."

"You better not," she replied, eyebrow raised. But then she smiled, and took a sip of her tea. "Well, now that we've got that settled - how was your final exam?"

"Yeah, it was good," he said, still smiling widely. "I think it went good."

"Nice! You know what that means - you're a junior now! You're gonna have to start applying to colleges soon, huh?"

"Yeah, I guess," Peter replied. It wasn't something he really liked to think about. "But that's still a long time from now."

May shrugged. "It'll be here sooner than you know." Then she stood. "So, what do you want for dinner? We could do Chinese - to celebrate the first day of summer? You could invite Ned over."

Peter's eyes widened. "Oh, my god. I totally forgot."

"What? Got a hot date?"

"Huh? - no, I - Tony Stark is taking me to dinner!"

She raised her eyebrows. "So it is a date, then?"

He groaned. "Come on, May. This is serious. Seriously weird, anyway."

"I'm just teasing," May laughed, but added, "It's not weird, Peter. You're friends, aren't you? Aren't superheroes friends with each other?"

Peter considered that. He wouldn't call them friends. How much time had they even spent together? But they weren't strangers, either. "Well, I mean -"

"Or is he like your boss? He's in charge of your internship, right? Well, 'internship,'" she added air quotes. "Bosses do that - take their employees out to dinner."

Peter shrugged. "No, it's not quite like that either. But I guess that makes sense."

"By the way, I'll need that man's number. I think he's got some explaining to do."

He almost laughed, thinking about the lecture Tony was sure to receive.

May's voice came from the kitchen. "Is he picking you up?"

He nodded, even though she couldn't see. "Yeah. At 6:30."

"Well for goodness sake go get in the shower, then! You still smell like you've been toasted."

Peter scrambled to his feet. "Oh, right!" He raced off to the bathroom. "Love you, May!"

"Love you, too. Pete. Now get clean - you've got an hour!"

Peter smiled. God, he was lucky to have May. Now - where was his shampoo?

* * *

Comic book readers will recognize Peter's chat with May as being similar to The Conversation. If you haven't read that issue, you should. ASM (1999) 38!

This is the start of what will hopefully be a long and delightful road, filled with Tony Stark being a dad, Mac Gargan's return, and some fun cameo appearances! Please let me know what you think, or if you have any ideas. I love hearing from you guys!


	2. Chapter 2

At 6:35, Peter got a text saying Tony was outside. He said goodbye to May and raced out to the curb. Happy was standing outside the car, and opened the door for him as he got close.

"Hey, Happy!" Peter called out.

"Quiet down, kid, we're not trying to attract any more attention here."

"Whoops, sorry," he replied. Sure enough, people were stopped along the sidewalk trying to get a look at who could be inside the fancy car. The windows were too tinted to see inside, but Peter sat down in the back next to Tony Stark.

"Hey, Pete, how are ya?" the billionaire said, clapping a hand on his shoulder.

"Hey - Hey, Mr. Stark."

Happy got back in the front and started the car. They pulled away from the curb.

"I hope you're hungry, because we're about to go to eat a ton of pasta." He pulled his hand away and removed his sunglasses. "I was in meetings all day and I never got to eat anything."

Peter smiled. "Pasta? Nice. I love pasta!"

"Everyone loves pasta. It's the world's favorite dish."

There was a loud honk and Happy swerved. "Guy just totally cut me off!" he cursed from the front.

Tony raised an eyebrow. "Hey, hey. Relax. New York drivers can't help it, they're automatically set to aggressive."

"They should be automatically set to take the bus," Happy replied.

"That reminds me," Tony looked over at Peter, "You gotten your permit or anything yet?"

He shook his head, "Nope, I haven't been doing any driving lately."

"You should get on that. It's a useful skill."

Peter thought of his experience driving Flash's car with a wry smile. "Yeah, probably good to know. But I mean, the subway takes me anywhere I need to go. And if it doesn't, Spider-Man does."

"Well, don't knock it 'till you try it, huh?"

He laughed. "Yeah, sure."

They made it to the restaurant fifteen minutes later, hearing horns honking around them every few minutes as they attempted to merge. Happy pulled up to the curb and dropped them off before driving away.

"Happy's not eating with us?" Peter asked, watching as the car turned around the block.

Tony shook his head. "Guy eats at like 4 PM. He's set. Now come on, I'm starving."

They entered the restaurant. It was a family style place, with dark walls and red table cloths. It didn't seem like a place a billionaire went out to eat, but Peter knew that Tony's tastes weren't always so refined.

There was a table reserved for them in the back room, where there wouldn't be so many eyes on them. There was only one other couple in there, and they seemed pretty distracted.

Peter took a seat in the chair up against the wall, the wooden legs screeching against the floor as he pulled it back.

Tony cringed. "God, my ears."

Peter blushed and sat down quickly. "Sorry," he said quickly.

A hand waved in dismissal. "Chill out Pete. We're just here for the pasta."

He nodded, then asked, "So what were your meetings about all day?"

Tony shrugged. "Nothing very exciting. Mostly budgetary stuff for SI, and of course S.H.I.E.L.D. just had to suck me in for something while I was in town."

"Why do they need you to meet with them in the city? Don't you practically live with them?" He pulled his napkin onto his lap.

"Well, the Avengers and S.H.I.E.L.D. have kind of been separate agents lately," Tony explained. "We try to keep them away from the compound, anyway. It's supposed to be more of a living and training arrangement there. Of course, they rarely listen to that, which is just great." He signaled for the waiter and ordered himself a drink. Peter got a Sprite.

"Anyway," Tony continued, "Exams are over, yeah? School's out!"

Peter nodded. "Yeah, finally. Summer took way too long to get here."

"That's what I wanted to talk to you about, really. What does your summer look like? Because I've got something great for you." Their drinks were put down in front of them.

"What - what do you mean?" Peter asked, confused. Where was this headed?

"An internship," Tony said. "And I mean a real one this time."

Peter's eyes widened. "Really? With you?"

The older man shrugged and sipped his drink. "Yes. Well - not exactly. I mean, it's under my name. And by under my name, I mean part of SI."

Peter frowned. "I'm confused."

Tony leaned forwards, elbows on the table. "We've been trying to fund more medical research, and Pepper happened to meet this guy - he's brilliant, his name's Dr. Curtis Connors. We've pretty much absorbed his lab into SI; he's completely funded by us."

"Cool," Peter replied.

"It's amazing stuff he's into - mostly stem cell research and biomedical engineering." Tony paused, waiting for a response.

Peter gave one. "And you're saying - you're saying I can intern for him?"

"Yeah! Now you've got the idea. It's Tuesdays and Thursdays - just say the word and you're in. And I don't know why you wouldn't be."

Peter blinked. "That sounds amazing! But I've… got a job already."

Tony frowned. "What? Where?"

"At the - uh, at the movie theater."

"Seriously?" Tony laughed. "Wow, that's rough. I didn't know the job market was so tough out there."

"I'm 16," Peter replied. "With no experience. People aren't exactly jumping to hire me. I was lucky to get what I got." That got him thinking. "Hey, why would Dr. Connors take on a high schooler anyways?"

"Because you're smart. And because I recommended you."

Peter frowned. "So, it's just because I know you?" Surely that meant he didn't really deserve it.

Tony rolled his eyes. "You are the most moral person I know. And don't take that as a compliment. But no, it's not just because you know me. It's also because you're smart as hell. So, tell the movies you'll be gone on Tuesdays and Thursdays and take the offer."

He gave a wide smile. "Yeah, okay! Wow, that's awesome, Mr. Stark! Thank you!"

"That's the spirit. But hey, it's no big deal. I wouldn't say you should do it if I didn't think you were up to the challenge."

His spirits were soaring. He couldn't deny it felt nice to be told he was smart by one of the smartest people in the world. "When do I start?"

Tony raised his eyebrows. "On Tuesday. So, four days from now. That's okay, right?"

Peter nodded quickly. "Yeah! Yeah, that's great."

Tony smiled at his enthusiasm. "Great! I'll send you all the details. And I expect you to keep me updated, okay?"

He smiled back. "For sure!"

Eventually their food came, and they dug into some of the best pasta that Peter had ever tasted. All the while, they talked about all sorts of things - the internship, of course, but also American history, Game of Thrones, the Avengers - and Peter was surprised at how easy it was to talk to Tony. His nerves settled as the meal went on, and he laughed at himself for being nervous in the first place.

Tony waited until after they had paid for their meal and walked out the door to bring up Spider-Man. "By the way, I saw what you got up to today. You're on track to be a firefighter."

Peter looked at the ground sheepishly. "Yeah, I already got a talking to from May, so no need."

Tony quirked his brow. "I wasn't planning on laying into you, but… you two finally had the talk? What's the verdict?"

Peter smiled. "She's gonna let me keep doing it. Didn't exactly give me her blessing, but it's enough to know she doesn't hate me because of it."

"Huh. That is one tough lady."

He nodded. "Oh yeah. And get ready for her coming after you. She - she made me give her your number."

Tony laughed. "Oh, wow. That should be good. Tell her I'm looking forward to it."

Peter looked around for Happy. He should have been coming up with the car soon.

"That's not what I meant to say, though. About the fire," Tony added.

Peter looked up at him. "What?"

Tony stared back. "I meant to say good job. That took guts. And you saved that woman and her kid."

Peter shifted his eyes away, embarrassed. "Oh. Uh, thanks, Mr. Stark."

Tony gave a small smile and glanced over as Happy pulled up to the curb. "Don't mention it."

* * *

"Dude, no way!" Ned exclaimed. "You had dinner with Tony Stark last night? Why the heck didn't you say anything?"

They were sitting in Peter's room, messing around with a new LEGO set and waiting for MJ to show up.

"I didn't know! He called me right after I left the fire."

Ned shook his head, grinning. "You are so lucky, man. You know I live vicariously through you, right?"

Peter laughed.

"And what you did with the fire? I saw it on the news - you looked badass! You're really back in it now."

Peter gestured for him to keep it down, glancing over at his door. "Just - keep quiet about that stuff around May, okay? She's on board now, but I don't want her thinking about it so much she'll change her mind."

Ned nodded. "Right. But what did I tell you?" he added. "I told you she'd come around! May is the best!"

"She's a little bit the best," Peter agreed.

"So tell me about this internship." Ned continued, placing a LEGO. "Are you gonna actually be working with Tony Stark now?"

Peter picked up a piece and looked closely at it. "I guess not. It's for this doctor - Dr. Connors. He does a lot of research with stem cells, but also like, genetics and stuff?"

"That sounds pretty intense. What are you even gonna be doing?"

He shrugged. "I have no idea. I mean, I read up on this guy, and he's - like, I'm sure I'll be out of my depth like 99% of the time."

"Does this mean that you won't be working at the movie theater?" Ned asked.

"No, I'll still be working there. Just not Tuesdays or Thursdays."

Ned nodded. "Right. Cool."

A voice came from the living room. "Oh, hi! - Boys! Michelle is here!"

They pushed themselves to their feet to meet her and saw her stride in, backpack over her shoulder.

She tucked her hair behind her ear. "Hey losers," she greeted them.

Ned grinned. "Ready to get bucket listing?"

Michelle raised an eyebrow, but flashed a thumbs up nevertheless.

"Heck yeah!"

They gathered back in Peter's room and he pulled out one of the big workpads he had used as a kid. Then they got brainstorming - coming up with a list of fifty things they wanted to do that summer. Some of them were touristy, some were fun, and some were downright stupid. But if the thought was enough to make them smile, they put it on the list.

When they finished, Peter taped the finished list on his door. The three of them considered it for a moment, reveling in their hard work. But they already knew what they were going to cross off today: a trip to the Museum of Natural History.

It had been one of Peter's favorite museums when he was little. He used to beg Ben to take him there, and they would spend hours wandering around, Peter staring wide eyed at dinosaur bones and taxidermied lions. But tickets were twenty dollars, which usually felt like a bit much to pay with his own money. He felt a flare of gratitude for the number of tickets Ben had bought him over the years.

"See you, May!" Peter called out as they left the apartment.

"Bye, guys! Have fun!" May caught his eye and pointed at him. "Don't stay out too late!"

Peter nodded. He knew what she meant.

As they walked to the subway station, Peter snapped photos of random things: street signs, a cat, Ned tossing him the middle finger, MJ's tongue stuck out, her hair blowing in the wind. He had picked up his camera before they left his room. After all, if they were doing touristy things he might as well look the part.

They joked and talked on the way to the museum, discussing whatever random topics crossed their minds. Peter and Ned got in a heated discussion about Star Wars: the Clone Wars, and Michelle shared her tangent on offshore drilling.

An hour later, they walked through the doors of the Museum of Natural History. Peter felt a wave of some feeling - maybe comfort, or nostalgia - as the familiar entryway opened before them.

"Ah, I'm excited!" Ned said with a clap of his hands. "I forgot how cool this place was!"

They bought their tickets and grabbed a map. Michelle opened it up to study it.

"Where's the whale?" Peter asked, leaning over to look. "I love the whale."

Ned shot him a look. "Come on, that thing is lame. I mean, it's just a model." He pointed to the t-rex skeleton in front of them. "Now _that _is cool. Just think about how big that is! Those things used to be all over the place!" He shook his head in wonder.

"The blue whale is the biggest animal to ever exist," Michelle said.

Peter nodded at her and poked Ned in the side. "And they exist _now_," he added. "You could literally go scuba diving and see the biggest animal ever!"

"Yeah, but do they have massive teeth? I don't think so," Ned replied, petulantly - though he was smiling now.

MJ started walking off to the right. "We're going to see the whale," she called back at them.

Peter flashed Ned a shit-eating grin. His friend rolled his eyes, but followed after him and Michelle to find the whale anyways.

It was just as cool as he remembered. The ocean hall was bathed in blue light, and the huge model of a blue whale hung over them. Peter smiled and pulled Michelle forwards so that they were standing right in front of its nose.

"Just think," he said, "This thing could swallow you whole."

MJ looked at him. "Well, not really. Blue whales eat little fish, and krill and stuff."

Peter shrugged. "Tell that to Pinocchio," he replied.

She just smiled and shook her head.

Ned pointed towards an alcove that held a model of a sperm whale eating a squid. "Now, that's what I'm talking about! Nature is metal."

Peter followed him across the room. "What weapon would you take to fight a sperm whale?"

Ned laughed. "I wouldn't need a weapon, but I'd make the fight take place on land. Then you could just wait for it to choke."

"Whales breathe air, dumbass."

"Ha! Oh, right. Well, they're not exactly graceful on land, are they? So I'd still do that."

Peter chuckled at the image of Ned fighting a whale. "I'd pay to see that."

The three of them wandered around the exhibits, soon leaving the ocean hall for a room filled with huge slices of tree trunks, then around to another with lots of taxidermy bears and deer. Ned got impatient to see the dinosaurs and raced ahead, so Peter walked with Michelle up the "Cosmic Pathway."

The railings displayed a timeline of the creation of the universe, and they looked at the blurbs as they walked up.

"My uncle used to take me here a lot," he said to MJ.

She looked up. "Oh yeah?"

"Yeah. And we loved this thing. He used to get me to stand in one spot and jump as far as I could. He told me I was time travelling," Peter chuckled. "And every time I would try and break my record."

"He sounds like a nice guy," she replied.

Peter nodded, a soft smile on his face. "Yeah, he was."

They were quiet for a moment after that.

Then Michelle said, "It's funny, isn't it?"

"What?"

She gestured towards the display. "How in the grand scheme of things, people have been on earth for so little time. We're all just insignificant little blips. I mean, look at that." She pointed at the section that represented the human timeline. It was as thin as a thread. "How much of that is us? Not even enough that you could see it."

Peter shrugged. "That's true. But you know, they - they say time is relative."

Michelle gave him a wry smile. "I guess you're right."

Peter felt like he had to change the subject. "You know, I didn't tell you - I'm gonna be working somewhere else along with the theater this summer."

MJ frowned. "Huh? Where?"

He rubbed the back of his neck. "It's an internship -"

"Oh, you mean the Stark Internship. Yeah, everyone knows about that, Peter."

He shook his head. "No. Well, kind of. It's different." She looked at him to explain, and he said, "It's at a research lab. For this guy, his name's Dr. Connors."

"Oh," she replied, then frowned. "Wait, when did this happen? You just found out about this?"

Peter scrambled to come up with an explanation. He should have thought this through a little more. "Well, I - I had - I had applied, but I didn't say anything because I didn't think was gonna get it. But I just heard back from them last night."

Michelle looked at him in that way that made him feel like she knew more than she let on. "Right," she said slowly. "Well, that's cool. What are you doing there?"

Relieved that she seemed to have believed his explanation, he replied, "I'm not sure, to be honest. But I'd scrub the floors at the place. What this guy is studying seems really cool."

"So, you're doing that _and _the Stark internship? And working at the movies?" She raised an eyebrow.

He shook his head quickly. "No. Well, yeah, but the Stark internship isn't as intense over the summer. It's like a couple days a month." He would say it didn't happen at all over the summer, but he wanted to cover his bases just in case he left town with Mr. Stark for whatever reason.

"Oh, okay." She looked like there was something else she wanted to say, but thankfully Ned chose that moment to race back over to them.

"Geez, you guys are slow! Come on, I just saw the coolest thing."

Peter shrugged at Michelle before turning and following Ned further into the museum.

* * *

Later, after grabbing some hot dogs from a stand for dinner, they headed back to Queens and MJ and Ned split off back home. Once he was alone, Peter ducked into an alley to change into his suit. After tucking his backpack away on a nearby roof, he leapt off the side and let himself freefall until the ground rushed up and he webbed up just in time to swing above a row of parked cars.

As the air rushed past him, he smiled under the mask. The sun was setting, casting a golden red hue over the city and lowering the temperature to a cool and comfortable level.

He heard Karen's voice in his ear, and chatted with her as he swung around for a few blocks, situating himself.

After he had warmed up, he started looking around, making sure to watch out for any niggling of his spider sense. People walking around pointed and he waved back at them.

"Evening, ma'am!" he said to one lady who was standing and looking wide eyed at him.

"Yo, it's Spider-Guy!" one man called out, shoving his friend and pointing up.

Peter flashed them a salute and swung on. Man, he loved his city. This is why it was worth it to be a 'Friendly Neighborhood Spider-Man.' Getting to interact with the people who lived here was the best part. Well, web slinging was probably the best part. But chatting with New Yorkers was definitely up there.

He paused as he felt his spider sense flare up, and looked around for what the source could be. He picked up the sounds of someone struggling in the alley below him. Someone was getting mugged down there!

He looked down and saw a man holding a knife out in front of him, another guy trapped against the wall, his hands up in front of his face. "Come on!" the mugger hissed. "Whatever you got, hand it over. Now!"

Peter landed silently behind the mugger, and watched as the other man's eyes bugged out of his head as he noticed that Spider-Man had just arrived.

He cleared his throat, and the mugger startled and turned to face him. "You know it's not polite to wave knives at people," he said.

The mugger's face turned from shocked, to confused, to angry. "Who the hell are you?" he said. The guy he had been trying to mug was still frozen behind him, his eyes flitting between him and Spider-Man.

"You don't know me? I should get a better agent," Peter replied. The mugger just stared at him. "Well, the gist of it is that your night is about to turn sour."

The guy squinted at him like he was crazy. "Get the fuck out of here, man. You should know I'm not afraid to use this," he added, pointing his blade at Spider-Man's face.

"And I'm not afraid to use this," Peter responded, lifting his wrists. One move of his fingers and the mugger was webbed to the wall of the alley.

He looked around for the man who had been getting robbed, and didn't see him anywhere. Had he run off?

Then he noticed that where the mugger should have had one head, he had two. His eyes widened. "Oh, god! Sorry!" he exclaimed.

When he had webbed mugger to the wall, he had trapped the other guy as well!

He rushed forwards and pulled at the webbing. Of course, it didn't budge.

"What the hell?" the guy said. Apparently he had broken out of his shock. "Oh, come on. Get me out of here!"

"Ah! I'm trying, I'm trying!" He exclaimed. "Karen, what do I do?"

"My name isn't Karen!"

"_Web shooters switched to dissolve mode," _Karen replied.

Peter looked down at his wrists, then up at the two trapped men. This time when he activated his web shooters, a liquid spray appeared. It covered the webbing, and when he pulled at it, it stretched and came away.

The two men burst away from the wall. Immediately the mugger ran off down the alley.

"Back to regular webbing!" Peter said quickly. He aimed as best he could, and the webbing caught the guy's ankle. He tripped over himself and face planted into the ground.

Peter winced. When he looked back over at the other man, his face was incredulous, but still pale. "Are you okay?" he asked. "I'm so sorry!"

The guy shook his head and chuckled a little hysterically. "Uh, yeah," he replied. "Thanks? I think?"

"I - uh, I -" Peter stammered. "You should probably call the cops," he said finally.

"Yeah."

"And, uh - stay away from alleys!" With that he webbed the top of the wall next to him and pulled himself up and away, twisting to land on the roof.

He shook his head at himself. "Smooth moves, Spider-Man."

* * *

In another alleyway across town, a man in dark hoodie answered his phone and brought it up to his ear.

"_Johnny._"

"Yeah, it's me," he said.

The voice on the other line said, "_You said you had news for me?_"

"That's right," he replied. "Spider-Man's back."

There was a beat of silence. Then, "_You're sure?"_

"Definitely. He's been all over the news. Was at an apartment fire yesterday."

"_That's good." _Johnny could almost hear the smile. "_You know what needs to happen now?"_

A rat scurried by the wall next to him, and he took a step back towards the street. "What do you want from me?"

"_I haven't been able to get a name in here. I got a feeling Toomes knows, but won't talk. So forget that. But we gotta get eyes on this freak. Tail him wherever he goes. I want that guy's head on my wall." _

"You got it. I've got some guys for the job," he replied. "But what about you?"

"_Don't worry about me. I won't be here much longer. But when I get there, you better have some information for me._"

With that, the line went dead.

Johnny looked at the screen of his phone for a moment before pocketing it and stepping back out to the sidewalk, the sun dipping low in the sky behind him.

* * *

A/N: So, if you can't tell, this thing's gonna be kind of a slow build. But look, there's some plot!

As always, let me know what you think!


	3. Chapter 3

Turns out there was more to working at a movie theater than Peter had thought. He and Ned had showed up to the theater that morning, excited to get started. But apparently there was a lot to learn before they could actually get going.

They were decked out in their new uniforms - complete with matching baseball cap - and being led around by their supervisor, a guy in his mid twenties named Francisco. Francisco seemed to have the kind of relaxed confidence that Peter was always trying to convey. He had introduced them to everyone who was working that day, and listed off all their names with no hesitation. Peter felt like he wanted to pick things up quickly just to impress him.

"There's three kinds of jobs you two'll be doing," Francisco was saying. "One: ticket booth. Two: concessions. Three: usher. We'll go over the basics today, and then you'll have a few days for each job over the next week or so to learn the ropes at each station."

Peter and Ned nodded.

He continued, "After that you can kinda lobby for the one you like the most, but really you'll just be placed where we need you. Make sense?"

"Yeah," they responded.

As Francisco went through the responsibilities for each station, Peter decided that the ticket booth sounded like the best spot. From the sound of it, ushers mostly cleaned up popcorn. He wasn't against that per say, but it definitely didn't seem like the most thrilling job. But concessions didn't sound too bad.

They perked up when Francisco mentioned the benefits. "You'll get two free tickets per week."

"Nice!" Ned said.

"Yup, that's what everyone likes to hear," Francisco smiled, and clapped his hands together. "So, that's the basics. You two got any questions right now?"

Peter shrugged. "At this point, I think I don't even know what to ask about."

Francisco laughed. "Smart man. Don't worry, you'll learn." He glanced around, then called out, "Brooklyn, come over here, would you?"

A girl with long dark braids looked up from behind the concessions counter. "What?"

Francisco gestured for her to come closer. "I need your help for a minute."

Brooklyn grabbed her water bottle and walked over. "What's up?""

"You met these two, right? Ned and Peter."

Ned waved. "Hi."

After she nodded, Francisco continued, "Why don't you walk through where everything is kept in concessions? Make sure they know their way around."

She shrugged. "Yeah, sure. Come on, I'll show you how we restock the shelves."

Ned and Peter looked at each other. It was gonna be a long day.

* * *

As they exited the theater four hours later, Ned ran a hand over his face.

"God, I'm tired," he moaned. "Are we really doing this for the rest of the summer?"

Peter shrugged. "Hopefully that's just the first day. I'm sure things'll get better. And hey, at least the people there seem cool."

"And the free movies! Don't forget that," Ned replied excitedly.

He chuckled. "I don't think you would let me."

"True enough." He stuck his hands in his pockets. "Okay, game night at your apartment? I'll call MJ and ask if she wants to come."

"Yeah, sure," Peter replied. "And May's working late tonight, so we can order pizza."

"Sweet!" Ned smiled. "Okay, have fun patrolling. I'll see you later."

"See ya," Peter waved him off and stepped into an alley to change.

* * *

To top off an already boring day, it seemed like no one in Queens needed any kind of help that day. When Peter climbed in the window to his room, it was after a long couple of hours spent swinging around aimlessly. The most exciting thing he had done was grab some kid's football from a tree. Ned and Michelle would be over in an hour, and he was excited to kick back, play some board games and eat pizza.

By the time he had sent a text summarizing his patrol to Happy, showered, and changed, Ned was at his doorstep.

"Hey," He walked in and planted himself on the couch. "MJ says she's sick and can't come over," he explained.

"Oh," Peter said, disappointed. He loved hanging out with Ned, but he had enjoyed spending time with Michelle lately. She shook things up in a good way.

Ned looked at him curiously. "Do you have a thing for her?" he asked bluntly.

"What?" Peter exclaimed. "No! I don't have a - a thing for her!"

Ned raised an eyebrow. "Okay," he replied, obviously doubtful.

"Why would you even ask that? MJ's a friend," Peter said firmly. "I don't have a crush on her."

"I don't know. I just feel the vibes between you two."

Peter shot him a look. "The _vibes_?"

Ned shrugged. "Whatever. Maybe I'm wrong."

"Yeah. You're wrong," he said. He definitely did not have a thing for MJ. Not even a little. She was just his really cool friend. That was it. Yeah.

He changed the subject after an awkward pause. "What do you want on your pizza?"

"Dude, you know this," Ned replied. "Half Hawaiian and half meat lover's."

Peter ordered the pizza and definitely didn't think about the idea of him and MJ for the rest of the night, not at all.

And if he texted her making sure she was feeling alright, that was just because they were friends.

* * *

When the door knocked the next morning at 7 AM, Peter was confused.

And when May opened the door to reveal Tony Stark, he was even more confused.

"M-Mr. Stark! What - why are you here?" he said, shaking his head.

"Tony's here to take you to breakfast," Aunt May said, completely at ease. She walked back to the kitchen and grabbed a plate out of the cabinet.

Peter blinked. "What?"

Mr. Stark strode into the apartment. "Wake up, Pete. We're gonna get waffles."

"But I have to get to that internship…"

"Yup! I'm gonna drive you there."

Peter was terribly confused. "Sorry, did I do something wrong? I mean, why…?"

Tony smirked at May, who rolled her eyes. "No, Peter," she said. "Now grab your stuff."

Peter paused, looking between the two of them. What was going on here?

"Snap to it, kid!" Tony said, clapping his hands together. "You got five minutes."

Peter shook himself of his confusion and decided he had to just roll with it. And five minutes later he had collected everything he needed in his backpack and checked his hair one last time. When he walked back into the kitchen, Tony and May were chatting, Tony tossing an orange around in his hands.

"Wow!" Tony was saying, shaking his head. "I would have never pegged you as a nurse. I was thinking model, or something."

May laughed. "Oh, hush. Now Peter, I'll see you tonight, okay? I'm working late again."

"Yeah, okay," Peter replied, hitching his backpack over his shoulder.

Tony considered him. "You know, I should really get you a messenger bag. He could pull off a messenger bag, don't you think, May?"

"Oh, absolutely," she said, smiling.

"Uh… I don't think I'm a messenger bag sort of person," Peter said weakly. Why the heck were these two so friendly? Hadn't May planned on chewing Tony out for helping him as Spider-Man.

"Alright, nice seeing you, May. Let's go, Peter."

One slightly awkward elevator ride later, and they were climbing in to Tony's car.

"So…" Peter said, shifting his backpack onto his lap. "What's this about?"

Tony smirked as he pushed on his sunglasses. "What, I can't pop by and take my protege to breakfast?"

"Protege?"

"Kid, I've invested a lot into you at this point. I think I can call you my protege."

Peter smiled to himself. That didn't sound too bad. But he replied, "I mean we've never… gotten breakfast before."

"Well, there's a first time for everything. And don't worry, I'll get you to the lab on time."

Peter nodded. "O-Okay. Cool."

They stopped at a red light, and Tony looked over at him. "You know," he said, "You should really relax. I'm not out to get you."

"I know that!" he rushed to reply.

"Then why are you always so jumpy around me, huh? What, do I smell?"

Peter struggled to respond. "You're just… you know!" he gestured towards him, as if that would explain it. They might have gotten to know each other a little, but he was Tony Stark!

The light turned green and they sped forwards. "Okay, I get it," Tony said. "You played with iron man action figures as a kid. And I've been told I come across a little strong."

Peter blushed. "Well, I wouldn't say _action figures _-"

Tony ignored him. "But I'm telling you, you can relax, okay? So try to relax."

He raised an eyebrow. "Isn't that a paradox?"

"Well, I force myself to relax all the time. So you tell me." He pulled into a parking space and turned off the car. "Now, let's get waffles."

Peter tried forcing himself to relax, and it worked, for the most part - although people muttering and pointing as they passed through the restaurant didn't help. He and Tony settled into a booth to enjoy a few waffles, and by the time they were served Peter was excitedly talking about his first day at the movie theater.

"I thought it was gonna be kind of a drag," he said. "And I mean, it kind of was, but it also seems like it's gonna be fun. There's a few cool people there, and we get free movie tickets!"

Tony shook his head. "You know, you don't have to work there. I could pay you for your time at the lab."

"No, no! You don't have to do that. I'd rather work for it, honestly. And, I don't want to abandon Ned."

He raised an eyebrow and took a bite of waffle. "Well, if you change your mind let me know."

"So," Peter asked, "Do you know Dr. Connors?"

Tony shrugged. "I think we've met a few times, but I wouldn't say I know him. What I do know is that he's smart, and working on some impressive stuff. I wouldn't be funding him otherwise. He comes across as a bit of a nerd, so I'm sure the two of you will get along."

Peter nodded. "Okay."

The waiter came back over and asked if everything was alright. Then, after they responded, he asked Tony for a picture. Tony acquiesced, flashing a peace sign up, a tight smile on his face.

After the waiter walked away, Peter asked, "How do you deal with it? Being famous? I think I would hate being watched all the time."

Tony picked at something in his teeth. "That," he said, "is a heavy question for eight in the morning." He dropped some money on the table and stood. "Now, let's get you to that internship."

Tony walked quickly back to the car, and Peter had to jog a little to catch up.

"Wait, I forgot to ask," he said. "How come you and May were so friendly this morning? I thought she was mad at you?"

They climbed into the car and Tony pushed the button to start it. "She was mad at me. She called me a few nights ago and chewed me a new one. But then, because we're adults, she got over it. Also your aunt is just as cool as she is attractive."

Peter laughed. "So she's cool with everything?"

"God, no. But she knows just as well as I do that you'd do all of this stuff even if we tried to stop you."

"Yeah, that didn't work out so well for you, did it?" Peter said.

Tony pointed at him. "Don't sass me, kid."

A few minutes later they pulled up in front of a nondescript building. Peter was surprised. Usually Stark Industries stuff was shiny and loudly technological. This place looked like it came out of the last century.

But when they walked inside, Peter saw what that SI funding had gotten them. It looked like the scientific labs he'd seen in his dreams. The place was pretty big, with tall ceilings and bright fluorescent lights. Tables covered in beakers and tubes lined the walls. There were various expensive-looking machines that Peter couldn't identify, and cabinets full of various chemicals and bottles full of liquids. There were two people working at a table in the back, decked out in lab coats and masks.

"Wow," Peter said.

Tony clapped a hand on his shoulder. "Well, it's not as nice as my lab. But it's not too shabby, either."

A man with short brown hair and glasses walked up to them, a smile on his face. "Hi there!" he said. "Good to see you, Mr. Stark. And you must be Mr. Parker."

"Hey, Dr. Connors," Tony replied. "See you've put some of my funding to good use."

The scientist nodded. "Oh, definitely. We've got a lot of new things planned now that we can count on your support."

Tony moved Peter in front of him. "Well, here's your newest lab rat. You break it, you bought it, right?"

Connors had a laugh that sounded like a barking seal. "Okay. Thanks, Mr. Stark. Now, come on in, Peter." He stepped further into the lab, obviously expecting Peter to follow him.

"Good luck," Tony said quietly, and pushed him forwards.

He followed Dr. Connors, and by the time he reached him, Mr. Stark was out the door.

"So," Connors was saying, "We're not too big of an operation here. You'll be our fourth lab assistant. We used to just have two, but since our funding was upped we've gotten to grow a bit." He stopped by a closet and pulled out a lab coat and a mask before handing them to Peter. "Here, these are yours."

"Thanks," Peter replied.

"Now, why don't I introduce you to everyone else here?" They found their way to the back, where two guys were working, their heads bent over the table. "This is Ethan Kaito," he pointed to the man on the left, an asian guy with a buzz cut. "And that's Nate Collins." The other guy had longish, red hair and freckles. "Boys, this is Peter."

They waved and said hello, but quickly got back to their work.

Then they walked a little further to the right. "And this is Gwen Stacy," Dr. Connors said, gesturing to a worktable where a girl was standing with her back to them.

When she turned around, Peter's heart stuttered in his chest. She might have been one of the prettiest girls he had ever seen. She looked over at him with piercing blue eyes, long blonde hair framing her face. "Hey," she said.

He probably was staring a moment too long before he replied, "Hi. I'm - I'm Peter."

"Yeah, I heard you were coming in," Gwen replied.

Dr. Connors walked over and put a hand on her shoulder. "Gwen's been interning here since the winter. She's a high school student too, and one of my best assistants. I'm sure she can show you the ropes - right, Gwen?"

Her mouth curved in a thin smile, her eyes cold. "I'll try my best."

Peter couldn't help but feel like he'd already done something wrong. He pulled at his collar.

Dr. Connors didn't seem to notice the tension. "Great! Well, we're right in the middle of a series of experiments on cell division in adverse environments. I'm going to have you two collect observations. Gwen, you've done this many times before, so I'll let you explain it. I need to go make sure everything's in place." He smiled before turning and walking off into another room.

Peter let out a breath. God, he hoped he didn't embarrass himself today.

Gwen moved away from him to grab a few things, and he followed after her. "So," he said, "What highschool do you go to?"

"Standard high," she responded shortly.

"And you've been here all semester already? That's pretty cool."

"Yup." She grabbed a few pens and a notebook and shoved them into his arms. "Now, pay attention. I don't really want to explain this twice."

Peter raised an eyebrow. Geez, what was with the cold shoulder? "Okay. Lay on, Macduff."

Gwen shot him a look. "Right… well, recording observations is pretty simple, so you should catch up quick." She held up a notebook. "What we've got here is a lab notebook. I'm sure you know what that is?"

"Oh - uh, yeah. We use these at school," he responded quickly.

"Great. This thing is your best friend here." She opened her notebook and flipped through. It was too fast to read anything, but Peter saw neat handwriting, graphs, and diagrams filling the pages. "We report everything into the computer, too, but Dr. Connors is kind of traditional. Plus, I think it's easier to look through this way."

"Right," he said, like he could totally relate to what she was saying.

"Do you know how to use a microscope?"

He shrugged. "I mean, yeah."

"Well, forget everything you know, because the microscopes here won't be like the ones you have in science class."

Peter frowned. "Okay. What, are they laser powered or something?"

Gwen raised an eyebrow. "Something like that." She spun on her heel, her hair flipping around her shoulder.

He shook his head and raced to catch up with her.

* * *

The rest of the day passed in what seemed like a flurry of motion. Peter tried his best to keep up, but he was constantly asking questions in order to make sure that he wasn't screwing anything up. Gwen seemed to be annoyed by that, but he figured that was better than accidentally blowing something up when he pressed the wrong button.

Thankfully, his hard work in school had prepared him a bit, so he didn't feel like he was drowning all the time. He knew what the different instruments were called and how they were used - for the most part - and he knew the safety protocols and procedures.

And despite her apparent annoyance, Gwen was a good teacher. She was obviously smart as a whip, and familiar with the lab. She showed him how they observed the experiments and how they compiled and compared data. She explained their duties as lab assistants and walked through the projects that Dr. Connors had planned for the summer.

But yeah, she was definitely annoyed about something. So when she snapped at him for the twentieth time about how to organize the test tubes, he shot back.

His head snapped over to face her. "Okay, come on," he said. He could only put up with so much. "Why are you being so nasty? What did I ever do to you?"

Gwen crossed her arms, her eyes training on the ceiling for a moment before they found his face again. "Do you know how hard I worked to get here?" she said finally.

Peter frowned. "What?"

She took a step forwards. "I said, do you understand what I had to go through to get this position? I worked my ass off to get here."

He just looked at her. Her face was twisted in frustration.

"You go to Midtown. That's great! I go to Standard. They don't have any funding there for the sciences. I formed the biology club myself. And I work hard - get straight A's, and I never miss a day. They took months to accept me for this internship."

Peter's eyes were wide. "Okay…"

She continued, "Then you just waltz in here, all because you know Tony Stark. You just turn around and have a shining opportunity in your face, and don't have to work for it at all. You don't know how anything works, you don't have any experience -" She shook her head. "Why do you deserve this? Just because you know the boss?"

Peter blinked. "Well. Tell me how you really feel."

She scowled at him.

"Look," he argued before she could start yelling at him again. "I understand. I'm lucky to have this. I'm lucky to have a lot of things. And I might not have a lot of experience -"

"_Any _experience."

He continued, "But - but I'm a quick learner. You won't have to pull my weight for long, I promise. I know you think I don't deserve this, but I will. Just give me some time."

Gwen considered him, her blue eyes steady. Finally she said, "Okay."

He smiled. "Okay?"

She nodded. "Yeah, okay. But if you don't start internalizing this stuff Dr. Connors is gonna hear about it."

"No problem," he replied happily. And as he followed her back into the lab, he felt like he had just passed some kind of test.

He had a feeling that he was going to enjoy this internship.

* * *

A/N: Gwen Stacy has entered the chat!

So, this story is pretty well plotted in my head, but there's still some wiggle room, so if there's any moments that you'd like to see, let me know and I might be able to include it!  
Give me your thoughts on the chapter in comments!


	4. Chapter 4

Peter walked down the sidewalk, a spring in his step as he watched the sky turn colors with the setting sun. He was headed over to Ned's to hang out after a day of work at Dr. Connors' lab.

He had been in four times since his first day, and was really enjoying his time there. Especially when he compared it to working at the movie theater. (It wasn't terrible there, but his manager was really getting on his nerves, and he never got to spend as much time with Ned there as he'd like - but it was still early days, things could still change.) He was learning so much, and he was constantly amazed by the things he got to do.

He was especially enjoying getting to know Gwen. She was slowly warming up to him as he proved that he could handle advanced problems and quickly learned the appropriate methods needed in the lab. Today he had even gotten her to laugh at one of his dumb science puns.

A car honked at him as he tried to cross the street, but he just waved at it and kept walking.

He hadn't seen Tony since they'd gotten breakfast together before his first day at the lab. It didn't bother him though, especially since Happy had been better at responding to his messages lately. He was probably still trying to make up for the whole plane heist/Vulture almost killing him thing.

Peter skipped up a pair of steps and buzzed the door to Ned's building. A moment later he was inside and taking the stairs three at a time.

Ned opened the door as soon as he knocked, and sound spilled out into the hall. Ned had a big family - or at least it seemed so to Peter. Besides his mom and dad, he had a five year old sister named Tammy, and his aunt Liza lived with them. Peter always thought it was fun to go over, since something was always happening - someone was always talking. On the other hand, that was probably why Ned enjoyed Peter's apartment - because it was quiet there.

"Hey, Pete!" Ned greeted, opening the door wider so that he could come inside. "MJ's already here - she showed up a few minutes ago."

Peter spotted her over at the dining table, reading a book. She looked up and gave him a little wave, and he smiled back.

"Peter!" suddenly he was hit with a tight hug. It was Ned's mother. "It's so good to see you! How come you haven't been by lately, huh?"

He smiled at her, "Hi Mrs. Leeds. Sorry, I've been kinda busy lately."

"Mom, it's only been like two weeks," Ned said, rolling his eyes.

"Well, come in," Mrs. Leeds was saying. "We've got the fixings to make tacos going - it should be ready soon, so I hope you're hungry."

That was the other thing he loved about going to Ned's - the food. He loved May, but she had never been great in the kitchen. Ned's mom was an actual chef. Well, a caterer. But either way she made delicious food.

"That sounds great," he replied. "I'm starving."

Mrs. Leeds smiled at him again before making her way back into the kitchen. "It'll just be the five of us tonight," she added over her shoulder. "Ned's dad and his aunt are out with friends for dinner."

He nodded and walked over to the dining table, stopping to say hi to Tammy. She was drawing with fat crayons on a purple piece of construction paper.

"Hey, Tammy," he said. "What'cha drawing?"

Her gaze stayed focused on the page as she replied matter-of-factly, "It's a underwater fairy house."

Peter raised his eyebrows. "Impressive stuff. Can you draw me as a fairy?"

"Oh, yeah! I'll do you next," she said excitedly, reaching for a new color crayon.

Peter looked up and saw MJ watching him, obviously amused. "What? You don't think I'd make a good fairy?" he joked.

"You're certainly light on your feet," she replied, shrugging.

Peter wasn't sure what to make of that. Instead he sat down and changed the subject, asking, "How's the paper? You written any articles yet?"

"I'm working on one now. It's about the problem of lack of diversity in New York City's public schools. I should finish it by next week."

He nodded like he totally knew about that problem, too. "Well, send it to me when you're finished. I'd love to read it."

She smiled and nodded. "Will do. Hey - how's your manager at the movie theater? What's his name again? Has he eased up yet?"

Ned plopped down next to Peter and answered for him. "His name's Jeffrey. And he's the worst." The guy who had led them around the first day - Francisco - was their direct superior, but Jeffrey was the guy who assigned their placement and directed them on duties. They had met him on their second day, and he had made it immediately clear just how self important he was. He was the reason that Peter and Ned hadn't been on many stations together - he had taken one look at the two of them and assumed they would make trouble.

"He's definitely worked there five years too long," Peter added, shaking his head. "If I ever end up like that, please knock some sense into me."

"You can count on it," MJ replied.

"You know what I don't get?" Ned asked, leaning back in his chair. "Why people have to be such dicks."

Mrs. Leeds' voice came from the kitchen. "Watch your mouth around Tammy, Ned!"

Ned just kept talking. "Like, ease up! We're all there to work, and he's not making it any better by being an asshole."

"Ned! Language!"

"Sorry, Mom," Ned called out in reply, then muttered to MJ and Peter, "But he is an asshole."

A few minutes later they were called to the kitchen to grab plates of food. It smelled amazing, and tasted even better - a perfect blend of spices, and Peter made sure to pile on the cheese and sour cream.

"This is amazing," he told Mrs. Leeds through a bite of taco. "Thanks for cooking."

"Don't talk with your mouth full," she chided gently. "But thank you, Peter."

Tammy chose that moment to spill her milk across the table, and after a hubbub of activity as they tried to clean it up, Ned determined that they would have to watch Mad Max: Fury Road that night.

"Why don't you watch something Tammy can join you for?" Mrs. Leeds asked.

"Barbie Swan Lake!" Tammy said excitedly.

"Yeah, that's not happening," Ned replied. "I've seen Barbie Swan Lake about seven times too many."

"Fine. You kids take the living room," Mrs. Leeds replied. "We can watch Barbie in my room, Tam."

MJ shrugged. "It's actually not a bad movie," she said.

Peter and Ned looked at her, stupefied.

"What?" she replied defensively. "I'm cultured!"

* * *

A few hours later, Mad Max's credits had just finished up, and the sky was dark outside.

MJ stood up from the couch to gather her things.

"Can you sleep over?" Ned turned to ask Peter.

He shook his head, gesturing to the window. "No, I'm gonna… you know."

"Yeah - right. Well, text me when you get back home," he replied, leaning back on the couch.

"Sure. Tell your mom thanks for dinner." He grabbed his backpack and walked to the door.

"Hey, Peter, wait up," MJ called after him. He paused, the door half open, and waited for Michelle to catch up to him. They waved one last goodbye to Ned and walked out.

The night air was surprisingly cool, a light breeze sweeping down the street. It felt like maybe it was going to rain later. Peter felt anxious to put his suit on and get going, but he knew there was no way he could ditch MJ - not when they lived so close together.

Peter and MJ walked side by side as they made their way back. The street was relatively quiet, though they could hear music blasting in the distance.

"So," Peter said. "What's your review of Mad Max?"

Michelle quirked a brow. "I'd say… surprisingly feminist."

Peter smiled and tucked his hands in his pockets. "Yeah, isn't it? Furiosa is a badass."

They walked in silence for a moment, and then MJ said, classically matter of fact: "You're a good friend."

Peter blinked. "What?"

"You heard me." She looked him in the eye.

"Oh. Well, thanks," he replied hesitantly, grateful that it was dark enough to hide that his face went red. "You're pretty cool, too."

"I know I'm not very good with… people," she added, flicking her hair out of her eyes. "Because most people are really annoying. But you're not."

"Thanks, I guess," he chuckled.

"You're welcome."

* * *

Peter still hadn't gotten used to the thrill of swinging, and he hoped he never would. It was like his own personal roller coaster.

After he dropped MJ off at her building, he changed into his suit and webbed his backpack to roof of his apartment building. Then he was off like a shot, looking for any suspicious activity.

"Hey Karen," he said, flipping and webbing another corner. "Talk to me - are you hearing anything over the police scanners?"

"_Not right now. I'll let you know when I do." _

"Thanks," Peter replied. Suddenly he felt the buzz in the back of his head that meant danger, and paused, looking around for a source. But the street was quiet around him. He could hear a few people walking a block up, and heard TVs going in the apartments around him, but couldn't tell what was bothering him. Maybe it was the storm clouds that were gathering. He shook his head in an attempt to clear it and said, "Hey, Karen?"

"_Yes, Peter?_"

"How do you figure out if someone likes you? Like, _likes you _likes you."

"_Why do you ask?"_

He swung around a corner and landed on a rooftop, looking out over the lights of the city. "MJ said she thinks I'm a good friend. But I can't tell if she - you know -" he cut off.

Karen seemed to understand. "_Well, I think the best thing to do is ask." _

He frowned. "I can't do that! What if she just wants to be friends? That would be so awkward!"

"_Maybe you should try and spend more time alone together? That way you could see the way she acts around you." _

Peter sighed. "I don't know," he said. "She's so hard to read. Maybe I'm thinking too hard about this. I guess I'll wait and see -"

"_Peter, police scanners are reporting an armed robbery two blocks east of here." _

He focused, tossing out his thoughts about MJ for the moment. "Right! Show me the way!"

Karen directed him to a bodega. Through the windows he could see a man dressed in a grey hoodie, holding a pistol up to the cashier and a blonde haired woman. He could hear the sound of yelling through the glass.

Suddenly a shot rang out.

There was no time to think. Peter swung through the glass windows and landed in front of the shooter, the other man and woman behind him. There were shouts of alarm, and Peter's spider-sense warned him to dodge before another shot rang out.

"Watch it!" Peter said. "You could shoot an eye out!"

Then one shot of webbing and the gun was tossed out the broken window. Two more had the shooter's boots stuck to the floor of the shop. He pulled at them, desperate to escape, but couldn't move. One more burst of webbing kept his mouth shut.

Peter turned to look for the civilians, hopeful that neither of them had been shot. Thankfully, they both seemed to be fine.

The cashier stood, shaking his head slowly. "I do not get paid enough for this shit," he said, looking at the shooter stuck to the center of the floor.

Then the blonde woman stood, and Peter's heart just about stopped when he realized who it was.

It was Gwen.

Her eyes were wide, flitting quickly between him and the shooter. She was clutching her bag to her chest and shaking slightly. "Oh, my God," she said, obviously still shocked. "Oh, my God."

Peter shook himself out of his own shock and coughed to deepen his voice. "Are you okay, ma'am?" he said.

Her head snapped back to him. His question seemed to center her, though, and she replied, "Uh… yeah. I'm okay."

He nodded, spending an awkward second staring at her before he coughed again. "Good. Uh, good. You should - you should call the police."

"I pressed the damn button," the cashier said. "They should be on their way." He looked around at the broken glass now covering the shop. "Man, did you have to bust through the window that way? This place is a mess."

Peter looked at him incredulously. "Yeah, I'm not going to apologize for that."

He looked at Gwen again. Normally, by this time he would have been out and away from the scene, but he couldn't help but stay put a little while longer. For some reason he still couldn't comprehend why she was there. Just the wrong place at the wrong time, he supposed.

The sound of sirens was growing closer. It was time to bounce.

"Happy doing business with you," he said, and after one last glance at Gwen, he leapt out the window and back into the night.

* * *

He was still thinking about Gwen when he crawled back into his window at 11:28 PM. He was so thankful that she hadn't been hit. He'd have to make sure she was okay the next time that he saw her.

Mind still distracted, he pulled on a t-shirt to sleep in and wandered out into the main room to check in with May. He had been good about keeping to his curfew, and so far May had been good about staying cool about the whole thing. He could tell she didn't always like it, but he was grateful that she wasn't trying to stop him.

He found her sitting on the sofa, a glass of white wine in her hand and Parks and Rec playing on the TV.

She looked up as he entered, and smiled, putting down her glass. "Peter! You're in. How was your night?"

He stepped into the light, shaking his head slightly. "Actually, the weirdest thing just happened -"

May suddenly cut him off, looking like she was about to freak out. "Peter, your arm!" she said, pointing at him.

Peter looked down at his arm, and saw that blood was soaking through the sleeve of his shirt. Ah, and he liked this shirt. He must have cut himself going through that window earlier, or maybe the bullet had skimmed him.

"It's okay," he said quickly. "It's not a big deal, I heal."

She obviously wasn't going to take that as an acceptable response. "Not a big deal! That's a lot of blood!" She stood and moved towards him. "Roll up your sleeve, let me look at it."

Reluctantly, he rolled up his sleeve and showed her the wound. May did not like what she saw. To be fair, it didn't look good. Whatever it was had cut him pretty deep, and it was bleeding quite a bit. But he knew from experience that it would be healed by the next day - day after that, at the latest.

May's eyes widened. "Peter, oh my God, that looks terrible!" She grabbed his wrist and pulled him into the kitchen, quickly grabbing a towel to staunch the blood. Peter winced as the pressure stung a bit. May's face was pale. "We have to get you to the hospital - you'll need stitches for that!"

He shook his head, desperate to quell her fears. "It's okay," he said. "I don't need to go to the hospital, I promise. Let's just - where are the band-aids?"

"A band-aid? Peter, a band-aid is not going to cut it here!"

"May!" Finally, she looked him in the eye. "Please, listen to me. I'll be okay. I heal really quickly now. It'll be better in the morning. Can't you just - put a bandage on it or something?"

May visibly calmed as she took in what he was saying. "You… heal quickly? Are you sure?"

He nodded earnestly. "Yeah, I'm sure."

She nodded slowly, taking a deep breath as she relaxed - though she didn't take the towel off his arm. Then she looked back up at him. "You've never told me exactly what your powers _are_," she said.

"Oh," Peter replied, surprised. "I guess not."

"Okay. Well, let me patch you up, and you can tell me. Sound good?"

Peter was waiting for her to get worked up again, but she didn't. "Okay," he said.

May pulled out the stool and had Peter hold the towel to his arm while she went and got a med kit. When she came back, she said, "So? What can Spider-Man do?"

While she took out gauze and tape, Peter replied, "Well, like I said, I heal fast. Like, I'll show you this in the morning, and it'll be nearly gone."

May shook her head. "No wonder you were able to hide this from me for so long."

He felt a burst of guilt, but just kept talking. "I can also… lift really heavy things. I mean, you've seen the Spider-Man videos, right? I'm really strong now."

May just listened as she patched him up, and slowly it got easier to tell her everything.

"I can also stick to things, like a spider can stick to the wall." Then he added, "The webs aren't like, a power - that's just something I made."

"Wow," his aunt replied as she taped on the last of the gauze. "Well, you're really something, aren't you?"

He gave a small smile. "Oh, and I also have this kind of sixth sense. I call it my spider-sense," he added.

She looked amused. "Spider sense?"

Peter nodded. "Yeah. It warns me when I'm in danger. Like, tonight, I knew that this guy was going to shoot before he did, so I dodged out of the way."

May's eyes widened again, and Peter wished immediately that he hadn't shared that last part. "Sorry, did you just say someone _shot _at you?"

His voice was small. "Um… yes?"

She took a shaky breath, just staring at him, her face pale again. "Okay," she said. Somehow, it felt like she had decided something, but Peter couldn't tell what.

"Okay what?" he said anxiously.

May put her hands on her hips. "Okay, Tony Stark and I need to have another conversation."

Peter cringed. This was sure to end well.

* * *

Johnny's phone rang, and he answered it immediately. A cold wind ran across the back of his neck, and he felt the first drops of the coming rainstorm land on his shoulders. He ducked under an awning.

"I'm here," he said.

"_Do you have an update for me?" _

"I've been tracking him, but he's hard to follow. He's too quick for me, and it's like he can tell when he's being watched," Johnny replied. "When are you going to get here?"

A pause. "_I think I found a way out. It should only be a few days - a week, tops." _

He nodded. "Good. If anyone can track this guy, it's you. You haven't had any luck with Toomes, have you?"

"_No. We're on our own with this one." _

"That's fine. Just what we're used to."

A pause, and a deep breath on the other end of the line. He spoke softly and dangerously, "_This freak doesn't know what the fuck is coming for him. When we're done, my face'll be pretty in comparison." _Another pause. "_I'll be there soon. Keep following." _

The line went dead.

Around him, Johnny heard the patter of rain crescendo, and the first wave of thunder sounded in the distance.

* * *

A/N: Another slow chapter, I know. But I feel like they're important for setting up the stakes. I had fun coming up with Ned's family, and I'm hoping that MJ's voice sounds alright. Let me know your thoughts, and I'll see you soon - next time with more Tony Stark!


	5. Chapter 5

A/N: So, I've basically plotted out this whole story at this point, and I'm so excited for what's to come. But it'll require some patience on your end, so have fun with all this fluffy buildup!

Here's more Tony, as promised:

* * *

Tony sat with a piece of gauntlet in his hands, other pieces strewn out around him. He was trying to configure another expandable watch, this time with a smaller diameter. He had the hope that eventually he could fit the whole suit in various small pieces that would expand when activated.

A coffee cup sat half drank beside him, a bagel with a bite out of it lying on a plate just beyond that.

He heard the click of heels on the floor that signaled Pepper's arrival. "Do you have to do that in the kitchen?" she said.

Tony didn't look up from what he was doing. "I'm multitasking," he replied. "And good morning to you, too."

"Well, next time multitask in the lab," Pepper said, amused. She poured herself a cup of coffee. "Has Rhodey come down yet?"

He nodded, finally looking up to reply. As per usual, Pepper looked great, her hair neatly organized around her face. "He left a few hours ago. Has to go to DC, remember?"

"Oh, right. Gosh, that's an early flight." She took a sip from her mug and sat at the table across from him. "That conference, right? Why don't you have to go to that?"

He shrugged. "Well, I informed Ross that I am not his employee, and that I wouldn't be attending any other events that weren't legally required of me."

"Fair enough."

"I thought so, too." He took a sip of his own coffee. "That guy is a dick, by the way."

Pepper smiled, amused. "So you've said. Many times."

"Well, it's truer every time." He smiled. "I told Rhodey to give him a big middle finger from me. We'll see if he delivers."

She rolled her eyes. "Yeah, that really sounds like something he would do." She pushed a piece of metal away from her on the table. "So, when's Peter coming over?"

"Happy's on his way to pick him up, so he should be here in an hour or so."

Last night he had received another phone call from Aunt May. She proceeded to call him out for not taking care of Peter. Apparently the kid had sliced his arm up pretty good last night, and of course it was Tony's fault. She had told him that he needed to step up and offer Peter some training.

And so Peter was coming over today for his first training day. Tony had to admit, May was good. Pepper had laughed about the whole thing for a little too long after he told her about it.

"I think it's a good idea," she said now. "You did pull him into this. You should make sure he's got the know how."

He pointed at her with a screwdriver. "Hey, I offered him training. He could've been an Avenger, and he turned it down!"

"Well, that doesn't mean he doesn't need guidance," she retorted, standing again to put her cup in the sink. "Plus, I think it would do you good to see him more often. He evens you out."

Tony frowned. "What does that mean?"

She shrugged. "It _means_, that you're less likely to act like a dumbass when he's around to see it."

"True enough," he allowed.

Pepper brushed off the front of her dress, although it was already smooth. "Alright, well I hope you have fun. Pass down some of that superhero wisdom." She walked over and he bent his head back to give her a kiss. "I'm going to work. I'll see you tonight, okay?"

He smiled as he watched her walk away. "Kick some ass today, honey!" he called after her.

"I always do!"

* * *

The Avengers Facility was an interesting place. It actually used to be a bunch of Stark Industries warehouses, but now it was a main base of S.H.I.E.L.D. operations. On any given day there were a couple hundred people walking around within its walls, conducting experiments, performing maintenance, and doing weapons development. Then there was a separate, private wing where the Avengers themselves lived.

Nowadays, even with the hundreds of workers around, the place was feeling pretty empty. It was just him, Pepper, Rhodey, and Vision after all. (Happy lived in a different part of the base - boundaries were good for them) And Vision was going off base more and more often these days - for what, Tony wasn't sure.

The other Avengers were all either in the wind or on house arrest.

So it was nice when Peter showed up, his eyes wide as he looked around the space. He didn't know what it should have been like - that there should be several more people walking through the halls.

"This place is amazing!" he said excitedly. "Why didn't you give me a tour the last time I was here?"

Maybe because we had a press conference waiting, Tony thought. But he only said, "I thought we'd have to show this place to you one bit at a time. Your head might explode otherwise."

They were walking down a hallway towards the medical wing, a wall of windows to their right. Just then a quinjet came in to land on the tarmac.

Peter shook his head. "So cool," he muttered.

Tony quirked a smile. "How's the lab working out for you?" he asked, slipping his hands into his pockets.

Peter turned so he was walking backwards, a big grin on his face. "Mr. Stark, it's _great. _I've never done such cool stuff. Yesterday we got to use an electron microscope!"

"Yeah, those are fun. I'm glad you like it there."

He nodded. "Thank you _so _much for it. If I was just working at the theater this summer I think my brain would be half mush already."

Tony chuckled. "You're welcome, then. Anything to keep your brain a solid."

"Actually, Mr. Stark," Peter said as he pushed open the door in front of him, "Brains aren't a solid. But they're not a liquid, either, really."

"Yeah, this is why I stick to robots."

They walked through the door and entered the medical wing. The walls were bright and the ceilings high. They mostly did medical research here, but there was a fully equipped MedBay capable of treating injured Avengers.

Tony had texted Helen saying that they'd be here, so he hoped - ah, there she was. "Hey, Helen."

A pretty Asian woman was walking towards them. "Hey, Tony," she said. "And you must be Peter the intern." The kid nodded. "I'm Dr. Helen Cho."

"Uh, nice - nice to meet you," Peter replied. "Nice place you got here."

She chuckled. "Yeah, it's not too bad. How about a tour? And I'll show you what I've been working on lately."

"Sounds great, Helen," Tony replied. "Lead on."

Helen led them around the facility, taking them past scientists hard at work. They got to see the research rooms, the medical laboratory, and even the operating room. Peter was enthralled, firing off questions about everything that he saw. Tony thought that Helen would get tired of it, but on the contrary she seemed to love his enthusiasm.

"And this is my station," Helen said finally, pointing through a window at a bright room where several other people were working. "We're currently working on improving the effectiveness of medication on enhanced people."

Peter perked up at that. "Medicine doesn't work on enhanced people?" he asked.

Helen shook her head. "No, it does. But it's not as effective, since they burn through it so quickly that it doesn't always have time to work. Not to mention that it's hard to make anything for wide use since almost everyone has a different level of enhancement, so their resistance to drugs is different, too." She looked at her colleagues at work inside. "We're making progress, though. I think we'll have a breakthrough soon."

"That's really cool," he replied.

Helen smiled. "Thanks, Peter."

Tony took that as his cue to speak up. "Alright, well, I'm sure Peter's annoyed you enough today. We should get out of your hair. But thanks, Helen."

"My pleasure," she responded.

"Yeah, thanks Dr. Cho," Peter said with a smile. "This was great."

She waved goodbye as they walked off.

Once they were back outside the doors, Peter turned to Tony. "She is so cool," he said. "I feel like that's what Gwen will be like when she's older."

Tony raised an eyebrow. "Who's Gwen?" he asked.

"Oh, right," Peter said, tilting his head. "She works in Dr. Connors' lab with me. She's a high school student too - and way better at everything than I am."

"Sounds like you like her," he replied with a smirk. "Is she cute?"

"What!" Peter exclaimed, and Tony was amused to see his face go red. "No!"

"So she's ugly?" he countered.

"No! No, she's not ugly."

"Well, it's either one or the other."

Peter rolled his eyes. "She's pretty, yeah. But I don't think she would ever go for me."

Tony shot him a look. "And why not?"

The kid shrugged. "I mean, I don't know… she's so out of my league, for one. And she's barely started tolerating me. She was kind of annoyed that you hooked me up with the internship."

Tony clasped his shoulder. "Hey, Pepper started out barely tolerating me. And look where we are now."

"Actually, the weirdest thing happened last night," Peter said, his tone changing.

"Yeah? You mean, besides your aunt calling to chew me out?"

Peter looked thoughtful. "Yeah. When I was out patrolling last night I stopped this guy from robbing a bodega," he said.

"Where you were almost shot. Yes, May told me all about that."

"No - besides that. Gwen was there! Isn't that crazy? What are the odds?"

Tony quirked an eyebrow. "Huh. Well, you know what you can do now… let her know it was you who saved her life last night. Ladies love that sort of thing."

Peter looked at him like he was crazy. "What? No way - I can't tell her that!"

He shrugged. "It would work - believe me, I know."

The kid ignored him. "I hope she's okay, though. I mean, she was almost shot."

"So were you," Tony countered. "Or - you were shot. Which is it again?"

Peter shook his head. "I don't remember. It could've been that - or it could've been glass from when I busted through the window."

They had made their way now to the training area. They passed by several rooms where people were working out, and then the shooting range. Finally they entered into a room at the end of the hall - the room where the Avengers went to train. It was a large space, with high ceilings, padded walls, and a range of equipment lining the perimeter.

"Whoa," Peter said, spinning to look around.

Tony gestured to his backpack. "Better suit up. You wouldn't want someone wandering in and seeing Peter Parker swinging around."

"Right. Okay." He hesitated.

Tony smiled, and pointed off to the corner. "Bathrooms over there."

"Right!"

* * *

A few hours later, and Tony was done. He could see the kid still had energy, but that was gonna be where he drew the line for the day.

They had gone over really basic fighting tips, since it seemed like Peter relied mostly on his spider sense, his strength, and his webs to win fights. Since Tony couldn't do anything about the first two, he removed the webs from the equation.

"Never know if you'll run out," he'd said.

Overall, it felt like the kid was already making improvements. It helped that he hung on Tony's every word, and that he was smart as a whip. He usually only had to demonstrate something once before Peter could repeat it back to him.

Now, though, Tony was dripping in sweat and ready for a cold drink.

"You want to jump in the pool?" he asked Peter as they walked back to the living quarters.

"There's a pool here, too?" Peter said, amazed. "How is this place real?"

Tony chuckled. Honestly he loved how excited Peter got about this place. After living here for long enough he forgot how cool it was. "Well, yours truly designed it. And I never forget about the pool."

"So, when do I come back here again?" Peter asked, his expression eager.

They entered the Avengers wing and headed for the kitchen. "Well, I was thinking you'd come in every wednesday."

"Okay. Yeah, that sounds great." Peter spotted the parts that were still strewn across the kitchen table. "What's this?" he asked, picking up a piece.

Tony opened the fridge and grabbed a bottle of water. "Oh, that's uh, a gauntlet I'm working on. I'm trying to get it to fit in a smaller space."

"Cool," Peter said. He started messing around with it, moving pieces, and suddenly a burst came out of the center, shooting across the room and knocking a lamp off a table. "Oh, God - sorry!" he scrambled quickly to put it back on the table.

Tony laughed. "Don't worry - that happens all the time."

Peter slowly relaxed again, chuckling at himself. Then he sat down and looked closely at the other pieces. "You know, I had an idea for expanding web-shooters. So I could wear them with short sleeves."

"Well," he replied, "If you want, when you're here we could work on upgrades to your suit, too."

Peter's eyes widened. "What about that awesome one you showed me? Does this mean I can use that one?"

He chuckled. "I think that one's a little flashy for a Friendly Neighborhood Spider-Man."

"True enough," the kid acceded.

Tony took a seat across from him and leaned back in his chair. "So, you're getting on in years," he said. "Have you thought about college at all?"

Peter shrugged. "I mean, I don't know."

Tony shot him a look. "That is the most non-answer I've ever heard." He leaned forward, placing his water bottle on the table. "Haven't I told you I have pull at MIT? That sound appealing to you? You can answer honestly, I'm totally unbiased."

Peter looked shifty. But finally he said, "I mean… honestly, I don't think I want to go to college."

"What?" He scoffed. "You're kidding."

Peter just looked at him.

Tony frowned. Apparently he wasn't kidding. "Kid, do you know how smart you are? You can't just put that to waste!"

"Well," he replied slowly, "I mean, there's more important stuff now. You know… Spider-Man stuff." At least he had the decency to look sheepish.

"Spider-Man stuff? What, are you gonna live in the suit? Take it from me, that does not work out well."

Peter crossed his arms, obviously frustrated. "I just want to help people."

He smiled, amused. "Well, you know you can help people outside of the suit, too. Just think about what Connors is doing in that lab. Or what Helen's doing."

Peter looked unconvinced. "I know, I just-"

"Hey," he cut him off. "Your powers are special, but that spider could've bit anyone. What's special about _you _is what's in your brain. You shouldn't write it off."

"Well, yeah, I know that, I guess. I just… I mean, why does anyone have to go to college anyway?" He gestured as he spoke. "I feel like you can't get a job at McDonald's without a college degree. Why does society even rig it that way?"

Tony raised his eyebrows. "You ask some good questions. But I'd argue that the people who hire know the value of a college education, and they want the kind of person who'd work for that degree."

The kid sighed. "I guess. Like, I know it's important…" he trailed off, shaking his head. "I don't know. But, even if I went to college, I don't think I could go to MIT." He cringed. "No offense."

"Offense highly taken," he replied jokingly. "Why?"

Peter shrugged. "I guess I just can't leave New York. Who would be here watching out for people if I was gone?" His eyes widened at Tony's raised eyebrow, "Er, besides you, of course, Mr. Stark." He looked over towards the window. "Plus, I couldn't leave Aunt May. We're all we have left."

Tony shook his head. "You are way too loyal. Just… just keep it in mind, yeah?"

"Sure," Peter responded noncommittally. Then he looked out the window, seemingly desperate to change the subject. "Where's the pool, anyway?"

* * *

"So, how'd it go?" Pepper asked, coming to sit next to him on the couch. The TV was playing in front of them.

Tony lifted his arm so she could get close. "It was good," he said. Happy had driven Peter home a few hours earlier, after the kid had taken the opportunity to splash around in the pool. "You should really meet him the next time he's here. I think you'd get along."

She twisted her head to look up at him. "Maybe we should invite them both out for dinner," she suggested. "Peter and his aunt, I mean."

Tony considered that. "That could go terribly," he replied.

"Or it could go great. I think it would go great. I'll set it up," she said, her voice decided.

Tony chuckled. "Alright then. I guess we'll do it. But I'll definitely blame you if May ends up throwing her drink on me."

"Fair enough," Pepper replied, snuggling closer into his side.

Beyond them, the building was dark and quiet. Tony's thoughts strayed, and he wondered where Steve and the others were. He could find out - he could call the number on that cell phone. There were times when he desperately wanted to do that, for one reason or another.

He almost chuckled as he thought of what Ross' reaction would be to finding out he had a hotline to Captain America. The government had been searching for them constantly, and expected the help of the remaining Avengers. Of course they had been secretly sabotaging them this whole time.

What would it take for the team to come back together? As it was, he couldn't foresee a situation where the government would accept Steve back with open arms. Certainly Rodgers himself would fight against them every step of the way.

And then there was Bucky. Honestly, Tony usually tried not to think about him. He regretted his actions in Siberia, sure, but he still couldn't help the anger that held him each time he thought about what that man had done as the Winter Soldier. Logically, he knew that it wasn't his fault. But emotionally, it was almost impossible to separate the two.

Tony's thoughts strayed back to Peter. They tended to do that a lot these days. For some reason, he really liked the kid.

Well, who was he kidding. He knew the reason.

It still surprised him, though. He had never thought of himself as a "mentor" before now. Certainly his actions couldn't even be called "role model" material until very recently. There was a time - a long time - where he had never wanted a family. But he supposed that was what time did to people - it changed them.

And now, here he was, currently engaged to a beautiful woman and kind-of-mentor to an admittedly good kid.

He had to admit, it felt pretty good.

He pressed a kiss to the top of Pepper's head allowed his head to slip back into the story flashing by on the TV, content - at least for the moment.

* * *

A/N: I'm so excited for endgame, but I know I won't be able to see it this weekend, so I'll probably write more of this to make up for it.

See you soon!


	6. Chapter 6

Peter swung through the streets towards Manhattan, his backpack on his shoulder. Usually he didn't like using Spider-Man to get to work, but he was running late that morning, and May was too busy to give him a lift, so his transport this morning was webs.

Hopefully, nothing would happen on his way. Not something he usually hoped for, but he really didn't have the time right now.

So, because he thought that, of course something had to happen.

"Stop!" a voice yelled. "Hey! Someone stop that guy!"

Peter paused on the side of a building and looked down. He saw a guy running down the sidewalk, a bag of something in his hands, and another man running behind him. It looked like they had just come out of the electronics store down there. So, -

"Stop him! He's a thief!"

Yeah. That.

Peter leapt through the air, timing just right so that he landed right in front of the shoplifter. One hand forwards stopped the guy in his tracks, and Peter saw his eyes bug out of his head as he took in the fact that Spider-Man was in front of him.

"Got somewhere to be, buddy?" Peter said. "Normally people aren't so in a rush that they can't pay for things."

The shop owner reached them and pulled the things out of the man's hands.

"Screw you, man!" he cursed.

"Save it for your lawyer," he shot back, and webbed his feet to the sidewalk. "Morning, citizens," he said with a mock salute to the crowd that had grown around him. And then he was off again, swinging through the air.

God, he loved that. And the face they always made when they saw him - he chuckled. He supposed it wasn't so terrible that he had a bad reputation in the papers. It was helpful, occasionally.

He felt that familiar niggling in the back of his head and frowned. For some reason, it felt like someone was watching him. He looked around, but didn't see anyone.

Peter shook his head. People were watching him all the time - he was Spider-Man!

But he swung through a couple of alleys anyway. If someone was following him, they wouldn't be able to follow this way.

And soon, the thought was out of his mind, and he was excited for another day at Dr. Connor's lab.

* * *

"So, how'd you meet Tony Stark, anyway?" Gwen asked. Her hair was pulled back in a bun, and she was wiping their station down after the day's experiments.

Peter was washing out test tubes in the sink to her right. Luckily he'd practiced this answer plenty of times with the kids at school. "Well, I applied to get a grant from the September Foundation, and that turned into an internship with Stark Industries. I actually met him when he turned up at my apartment to approve the grant."

"Wow, really? He told you in person?"

Peter chuckled, and shrugged at her. "I know. I was just as surprised. He just does that kind of stuff, though." He placed the test tubes on the drying rack.

Gwen leaned up against the counter. "Huh. I guess you must be special or something," she said, an eyebrow lifting.

He shook his head. "Nah, I'm nothing important, really."

As Gwen walked away to put her lab coat in the closet, he looked her over again for what must have been the 100th time that day. He hadn't had the courage to ask her about what happened the other day, since he didn't know how to explain how he knew about it, but she seemed to be her normal self. He supposed she was tougher than she looked.

Dr. Connors came into the room then, his hands in the pockets of his lab coat. "Good job today," he told Peter. "I'm glad to see you're getting the hang of things."

Peter smiled at him. "Yeah, well, you can thank Gwen for that. But I'm really liking it here. Everything we're doing has been so interesting."

"I'd have to agree with you there," Connors replied wryly.

There was a bit of commotion by the front door, and Peter looked over his shoulder to see what it was. A woman in a red sundress and a boy were walking towards them.

The boy ran up to Dr. Connors and leapt into his arms. "Daddy!" he said joyfully.

Connor laughed, and hitched the kid up onto his hip. "Well, hi there," he said. "How was camp today?"

"Good! I made pasta art!"

"Wow," Dr. Connors replied, setting the kid back down on the ground. "You'll have to show me that."

"Hi Gwen, it's good to see you," the woman in the sundress said, giving Gwen a quick wave. "And who's this?" she asked, looking at Peter.

"Oh!" Connors said. "Sorry. This is Peter Parker. He's our new intern. Peter, this is my wife Martha and my son, Billy."

Peter smiled, only a little awkward. "Hey," he said.

"Nice to meet you, Peter," Martha said kindly, then turned back to her husband. "You ready to go, Curt? We don't want to miss our reservation."

"Right. Give me ten minutes, okay?"

She nodded and grabbed Billy's hand. "Sure. We'll wait in your office. Nice seeing you two," she said to Gwen and Peter as they walked off.

"Well, I gotta clean myself up," Dr. Connors said. "I'll see you two Tuesday. Have a good weekend, alright?"

They waved goodbye before walking off to grab their things from the front room.

"I didn't realize he had a kid," Peter said as he pulled his backpack over his shoulder.

Gwen smiled. "Yeah, I was surprised too, when I first found out. You'd think he wouldn't have time for a family, right?"

Peter chuckled, "Yeah, I thought he lived here in the lab."

"I'm not sure how Martha puts up with it, really, but she's a nice lady."

"Seems like," he replied.

As they walked out the door and onto the sidewalk, the outside heat and humidity filled Peter's lungs.

"Gah, it's hot," Gwen said, shaking her head. "It needs to rain again. That'd take care of it." She turned to look at Peter, covering her face a bit to block the sun from her eyes. "Well, I'll -"

"What are you doing this weekend?" Peter asked quickly, his words rushed. He had an idea.

Gwen blinked. "Uh, well, nothing, actually," she responded.

"Then do you…" he paused, his hand on the back of his neck.

Gwen looked at him curiously. "What?"

He pressed on. "Well, I'm going to the pool on Saturday with a couple of my friends. Would you... want to come?" He considered her hopefully. "I mean, if you're not busy or anything."

Gwen chuckled a little, and after a moment's pause, nodded. "Sure," she said. "Yeah, that could be fun. Like I said, I'm not doing anything. And I haven't been to the pool yet this summer."

Peter grinned, his spirits rising. "Awesome! We're going in the afternoon after we get off work. But I'll text you the details."

She tucked a piece of hair behind her ear. "Great - I guess I'll see you there, then." She gave a little wave and walked off down the street.

Peter smiled to himself as he turned to head off in the opposite direction.

* * *

For once, Ned and Peter were working at the same station - concessions. It was between shows, and the lobby was practically empty.

"Did you hear about the new DLC?" Ned was saying, his side leaned against the counter. "It looks so cool - they're adding aliens!"

"Whoa, that'll be awesome!" Peter replied. "Hope it's not too expensive, though."

Ned shrugged. "Hey, what do we have jobs for?"

"True enough."

A lady came up with her son, and Peter stepped forwards to handle the transaction. When he looked back over at Ned, he was scrolling through his phone.

"Dude!" he hissed. "Put that away - you know Jeffrey hates that, he'll chew you out."

"Relax, man," Ned replied easily, then turned the screen towards him, laughing. "Oh, my God. Look at this tool."

It was an Instagram photo of Flash. In it, he was standing on the beach, sunglasses lowered, shirtless and smizing at the camera.

Peter snorted. "Wow - that is… something."

Ned was shaking his head, an incredulous grin on his face. "He loves himself _way _too much." He turned off his phone and shoved it in his pocket. "So, this Gwen girl - she's cool?"

Peter shrugged. "I think so. I mean, she's been warming up to me lately, anyway. I think you'll like her."

"Oh, yeah - didn't you say she was kinda nasty your first day?"

He chuckled. "Well, the first day, yeah. But I don't really blame her. She was just mad that I got handed an internship she worked really hard for."

"Yeah, I guess you didn't have to work for it," Ned said. His face was thoughtful.

Peter frowned. "What?"

Ned shrugged. "Well, I mean that's kind of your life now, isn't it? Since you know Tony Stark," he said. "Just think about it. You could probably get anything you wanted, now, with that kind of connection."

"It's not like that!" he replied indignantly. "He's not just gonna give me anything I want. And besides, I wouldn't _want _him to."

"Okay," Ned said. He sounded unconvinced.

Peter scowled - though he had to relax when another customer came up to the counter.

Was Ned right, though? He had always thought he would get to do a lot in his life - but, because he was smart, and because he was Spider-Man. Not because he knew someone rich and powerful. He wanted to do things on his own - and be proud of what he accomplished.

Peter watched as Ned wiped down the soda machine. Ned was just as smart as he was - and honestly, more committed to school at this point, now that Peter was Spider-Man. It was strange to think that he might not have the same opportunities Peter could access because of his relationship to Mr. Stark.

He pushed the thought of out his mind, determined not to fall into a bad mood. The movie theater was not exactly the best place to think about that sort of thing.

Instead, Peter asked, "Michelle's still coming, right? She was the one that put this place on the bucket list."

Ned nodded. "Yeah, as far as I know. She said she was gonna meet us here."

"Cool. I think they'll get along - her and Gwen."

"Yeah?"

Peter shrugged. "I guess they're pretty different people - but yeah, I think they'll like each other."

"I guess we'll see," Ned said, fixing the ball cap on his head.

Their shift finished an hour and a half later, and MJ walked through the door just as they were clocking out. They waved her over and passed her a cup lemonade. They'd learned quick that no one cared if you took from the soda machine.

"Thanks," she said. "You guys ready to swim?"

"Hell yeah," Ned replied. "Let's get out of here, quick. Don't want a repeat of last week."

They pushed out the doors and onto the street. "What happened last week?" Michelle asked before taking a sip of lemonade.

"Some kid puked in the bathrooms right as we were clocking out," Peter answered. "Jeffrey wouldn't let us leave until we cleaned it up."

MJ cringed. "Yikes. Glad I don't have to deal with that kind of stuff."

"By the way, I liked your last article," Peter said earnestly. "I mean, I can't say I understand anything about the politics of Peru, but you made a pretty good argument."

Michelle rolled her eyes. "You need to read more."

"Hey, I read!" he replied indignantly.

She raised an eyebrow at him. "What - Star Wars fanfiction?" she said teasingly.

"God, I'm melting!" Ned cut in, wiping the sweat from his brow dramatically. "I can't wait to jump in this water."

"Just wait until you find out how many kids pee in this thing," Peter chuckled.

Ned shot him a look. "Dude, not cool."

They paused at the bus stop and MJ leaned up against the sign before fixing her sunglasses on her face.

"Is Gwen meeting us there?" Ned asked.

Peter nodded. "Yeah, she's meeting us right outside."

"Does she live in Queens?" Michelle asked.

"Uh, yeah. In Astoria, though. That's why she's just meeting us there."

"Have you seen her place?" Ned said, picking at a piece of lint on his shirt.

He chuckled. "No. I mean, I've only known her for like two weeks now."

The bus pulled up and they climbed on board. There were no seats available so they all grabbed onto the bars.

"Stop grilling me about her, anyway," Peter added, amused. "You'll see her soon, you can ask her yourself."

"Don't worry, we will," MJ replied.

The bus swayed as it turned a corner.

"There any cool people at your newspaper?" Ned asked.

MJ shrugged. "A couple. Couple annoying people, too."

"Well, there's always a couple annoying people, isn't there? That's why we have Jeffrey."

They rode along, eventually arriving at the pool. They climbed out of the bus and Peter looked out for a girl with bright blonde hair.

"Peter!"

He turned around and smiled when he saw Gwen. "Hey!" he said.

Ned's eyes were wide, and he looked between Peter and Gwen several times.

"I'm Michelle. You can call me MJ, if you want," MJ said, sticking her hand out to shake.

Gwen grinned. "Hi. I'm Gwen," she replied.

"And that's Ned," Peter said when his friend didn't speak up. "So, you got your towel and stuff? Let's go!"

Ned pulled at Peter's arm as they walked through the front gate, and hissed in his ear, "God, Peter, you didn't tell me she was _gorgeous!" _

"Shut up!" he shot back. Peter's gaze snapped over to Gwen, and back again, but thankfully she didn't seem to have heard that - she was saying something to MJ.

The pool was buzzing with energy, crowded with people and hot in the afternoon sun. The sounds of water splashing and children laughing filled the air, and pop music played in the distance.

"Oh, that looks like a good spot!" Gwen said, pointing towards the far corner. "I think there's a few empty chairs."

They headed in that direction and dumped their stuff down. And when Gwen pulled off her shirt to reveal her bathing suit, he couldn't help his eyes widening.

She smirked at him. "Last one in is a rotten egg!" she called before walking off to the edge of the pool. Somehow Peter expected a graceful dive, but she just jumped in, the water splashing up in a wave.

Michelle was looking at him now, her face predictably unreadable. But she just pushed her sunglasses up on her face and sat down on the lounger before pulling a book out of her bag. Peter supposed she'd join them later.

Then he was racing with Ned to get in the pool before him, and they jumped in the water almost at the same time. The water was cool and refreshing on his skin, and he dunked his head under the water again to move the hair out of his eyes.

"Who was last, Gwen?" Ned asked as they swam towards her.

"Peter, I think it was you," she said, her eyes bright.

He fell back dramatically. "Gah! What's my punishment?"

Ned pointed a finger at him. "I dare you," he said dramatically, "to jump from the high dive."

Gwen nodded her agreement. "That sounds fair to me."

Peter only smiled. This should be easy. "Challenge accepted."

"Hold on!" Ned added, a devious look on his face. "You have to do a _dive. _You can't just jump."

He cringed. Even with powers, the idea of hitting the water with his face at high speeds wasn't appealing. "Can I just do a trick? I could do a flip!" he suggested.

"I don't know," Ned said to Gwen. "What do you think?"

She looked between them. "A flip sounds harder than a dive to me, so I'd say that."

Peter grinned. "Alright. Let's do this."

He pushed himself out of the pool and moved as fast as he could over to the diving area, making sure not to run with the lifeguards watching him. Gwen and Ned moved around the other swimmers to a spot where they could see better. After a short wait, Peter climbed up the ladder to the top of the high dive.

He remembered being up here as a little kid. It had seemed so high at the time. Even with Uncle Ben cheering him on, he had been too scared to try it.

Now, after spending a year leaping off of skyscrapers, it didn't look so bad.

Peter shot Ned and Gwen a thumbs up, and even spotted MJ watching him from her spot at the chairs. Then, after a breath, he jumped.

The air rushed past his face, and he almost forgot to flip. He managed to do it at the last second, getting his feet back under him before he hit the water. His heels stung from breaking his fall.

As he swam back over to Gwen and Ned, he heard that they were cheering him.

"Nice, Peter," Gwen said when he got close. "I thought for a second there you were gonna belly flop, but you pulled through."

Peter shrugged, laughing. "Well, heights don't really bother me."

"I knew I should have made you dive," Ned grumbled as he splashed water at him.

Peter splashed back, and soon the three of them were in an all out splashing war that only ended when Ned accidentally splashed an old lady and the lifeguard blew his whistle for them to stop.

After messing around for a while, they made their way back to the chairs to check on MJ. She was still reading.

"Aren't you gonna swim?" Peter asked, shaking the water from his ears.

"In a bit," she said, turning the page in her book.

Peter checked his phone and was startled to see that he had a missed call from Mr. Stark. It was only from a few minutes ago - surely he could call back. "Uh, I'll be right back," he told the others, before rushing off to find a more secluded spot.

Mr. Stark picked up on the third ring. "_Mr. Parker!_" Tony's voice came brightly through the phone. "_Good of you to call back. How's the day going for you, huh?_"

"Um, good, I -" He stumbled to find the right answer.

Mr. Stark just plowed ahead. "_That's good. I'm just calling because I'm inviting you and your aunt out to dinner. Well, really Pepper is. It's her idea. But I will also be there._"

"Oh," Peter said. Out of the corner of his eye he saw Ned jump into the water. "Cool! Okay. Yeah, that sounds fun."

"_That's great. How's Monday for you?_"

Peter thought for only a moment before replying, "Yeah, we can do Monday. I don't think May has work that night."

"_Wonderful. Oh, and - maybe wear a jacket? We're going someplace nice this time._"

"A jacket?" Peter replied. "Like a suit?"

Tony chuckled. "_Just the jacket is fine_."

He blushed. "Oh. Okay. Yeah, I can do that."

"_You'll do great. So, we'll pick you up at seven. Capisce?_"

Peter smiled. "Uh… capisce-d."

"_See you then, Pete," _Tony replied, and then the tone sounded in his ear, signalling that he had hung up.

Peter pulled phone away and smiled to himself. He was going to meet Pepper! Surely he would feel nervous about it later, but right now he was just excited. He'd heard a decent amount about her from Mr. Stark and from Happy. It would be fun to finally meet her. And he was getting dinner with Mr. Stark again!

As he rejoined his friends in the pool, he couldn't keep the grin off his face.

* * *

Later, the sun had set and the pool was closed, and they made their way to a sandwich shop down the street. The streetlights cast their shadows on the sidewalks.

Gwen was walking at Peter's side, a few steps behind MJ and Ned, who were talking animatedly about a TV show Peter hadn't heard of.

MJ had eventually left her book and jumped in the pool, too, and her hair was still wet. Peter's was tangled, but close to dry at this point. As he thought about what a mess it must look like, he moved his hands to pull his fingers through the knots.

"You know," Gwen said, "I guess this is the first time I've seen you out of the lab."

Peter laughed. "You're right! It's funny to see you in something other than a lab coat."

"Thanks for inviting me, by the way," she said, stuffing her hands in her pockets. "I don't… All my friends are out of town for the summer, so it's been kind of boring. But this was fun."

"Oh! Yeah, no - no problem. You're pretty fun to hang out with, when you stop yelling about test tubes."

She rolled her eyes. "That was one day! Okay, maybe two," she added, when Peter raised an eyebrow.

They turned a corner. "But yeah," Peter continued, "I think it'd be cool to hang out more. You're welcome to come out with us whenever."

Gwen smiled. "Okay. Well, let me know when you've got more things planned."

He nodded. "Deal."

They reached they sandwich shop then, happy and excited to eat. Peter didn't notice that MJ watched him the whole time.

* * *

Johnny heard a knock at the door, and frowned. There weren't many people who knew about this place. This could only mean one of two things.

He pulled out his gun and held it close by his side, moving slowly to the door.

One peak through the peephole, though, and he relaxed, chuckling.

"Hell yeah!" he said as he pulled the door open. "Welcome back!"

Mac Gargan walked inside, a wide grin on his face. "Nice to be back," he said.

"It's so good to see you!" Johnny slapped him on the back and led him to the center of the room, where there was a table and chairs. "How'd you do it, man? How are you here?"

Gargan sat down, placing his own gun on the table as he did. "It wasn't easy," he said. "But it was worth it."

Johnny took a seat next to him. "No shit it was worth it. Now we can totally bag this Spider freak!"

Gargan just leaned back in his chair. "What have you been able to learn so far?" he asked.

"Uh," Johnny shrugged. "Well, whoever this guy is, it's like he can always tell we're there. We've never been able to spot him getting out of the suit. Saw him just this morning actually. He turned down an alley and it was like he disappeared."

Mac nodded. "I figured he would be hard to catch. God damnit!" he slammed his fist down on the table suddenly, and Johnny raised his eyebrows. "If only that asshole Toomes had told me a name. I _know _he knows!"

"Don't worry. We can do this on our own."

Gargan looked at him. "I know. But it won't be so simple." He paused. "You know, I've had plenty of time to think this through," he said. "And I've realized that we're going to need something here. A weapon."

Johnny was confused. "What do you mean? New guns? Or we can try and find some alien weapon - there's still a few of those around."

"What I need," said Gargan slowly, "Is a way to go toe to toe with Spider-Man." He looked Johnny in the eye and smiled. "What I need… is a suit."

* * *

A/N: Things are happening! Well, kind of. I promise we'll have some real plot soon. But what did you think about Gwen meeting the gang? Let me know!


	7. Chapter 7

"Well, this place is nice," May said, looking at Peter, and then around the restaurant. They were in an upscale steak house, the lights low and nicely dressed people all around. "Thanks again for inviting us out to dinner."

"I've been looking forward to meeting you two," Pepper smiled at Peter. "I've certainly heard a lot about Peter."

Peter glanced at Tony, who was smearing butter on a piece of bread.

"Yes, I do talk about you," Mr. Stark said, raising one eyebrow at him.

Peter gave him a small smile, pride welling a bit in his chest.

"All good things, I hope," May said, giving Peter's shoulder a playful push.

Pepper chuckled. "Oh, of course."

May laughed. "Well, I'm glad he's going to be able to get some support from you," she added. "It certainly helps me sleep at night."

"I think you've handled everything pretty well, considering," Pepper replied. "I know just how hard it is to care about a foolish superhero," she added, tossing a look at Tony.

Mr. Stark shrugged. "And I know just how hard it is to care about a foolish CEO."

"Sorry, who are you talking about right now?" Pepper said teasingly. "Because it couldn't be me."

"You're right - maybe foolish isn't the right word. What was I trying to say?"

"Brilliant?" Pepper supplied, "Amazing?"

May was chuckling. "You two are too much," she said.

Peter was just watching them, still feeling awkward for some reason. He knew he should speak up, but nothing was coming to him. Thankfully he was pulled in when Pepper turned to him.

"So, Peter," she said, swirling her wine glass for a moment, "How come whenever I read about Spider-Man in the paper, it's bad things?"

May looked over at him, too. "You know, I was wondering that too. I've been reading more columns about Spider-Man since you told me everything, and no one has really has anything nice to say."

"It's not _everyone_," Peter replied hesitantly. "It's really just that one paper - the _Daily Bugle." _

"Well, they can't even supply a decent picture of you," said Tony. "Of course they wouldn't have a good story."

Peter chuckled. "Maybe I should take some glamour shots and send them over."

"You know, what you should've done is that press conference," Pepper said before taking a sip of her wine. "Then you'd have the real story out there."

Peter blinked. "I thought you said that was a test?" he said to Tony.

Mr. Stark shot a glance at Pepper, then shrugged. "So, maybe it wasn't. Sue me."

His mind was whirling. "Does… does that mean you actually wanted me on the Avengers?"

"Well… yeah, sure I did," Tony replied easily.

What. "What?"

"Easy, your eyes might bug out of your head," Mr. Stark laughed. "We'll talk about this another time and place, though - don't want the waiter overhearing anything," he added with a wink.

Peter just nodded numbly. He wasn't sure why he was so shocked, but somehow it was so much more believable that it had all been a test.

"How's that job of yours going, anyway?" Tony continued. "Where is it again? A coffee shop?"

"No - no, a movie theater," he replied, blinking back to himself. "It's pretty good. It's fun working with Ned, and the people there are nice - well, except for Jeffrey, I guess."

"Who's Jeffrey?" Pepper asked.

May shot him a knowing look. "A manager that's been a bit of a bully."

Tony raised an eyebrow.

Peter quickly raised his hands. "No, no - it's fine. It's nothing, really. I think he's just worked there for way too long. Just likes to control things."

"Well, you know the best way to handle that situation," Tony said with a slow smirk.

"Oh, no," Pepper cut in, shaking her head.

Mr. Stark continued, "Just flash him a quick middle finger. That's the diplomatic solution, right honey?"

Peter smiled. "I wish I could do that."

Pepper rolled her eyes. "Don't listen to him, Peter. I don't think Tony's ever had a boss in his life."

Tony popped another piece of bread in his mouth. "Not in the traditional sense, I suppose."

"Anyways," Pepper turned deliberately to May. "What is it that you do, again?"

May was smiling. "Oh, uh - I'm a nurse. I work in the ER."

"Wow, that's impressive."

"Thanks," May replied. "I love it - it's really rewarding. Although, I do work really odd hours sometimes."

"She's been working a lot of night shifts lately," Peter explained.

"That's rough," Pepper said. "But if you love what you do, I guess it's worth it."

May shrugged, and offered a wry smile. "It can be draining - but yeah, I think it's worth it."

At that point the waiter came back, and they ordered their food. Peter was excited to eat. He'd gone patrolling after work that afternoon, and he hadn't gotten a chance to eat lunch. Everything on the menu sounded delicious, but he ended up ordering the t-bone steak.

"Oh, you should tell them the story of what happened the last time we were here," Tony said to Pepper. "Or, if you don't, I will."

Pepper shook her head. "It's a silly story."

"No, it's not silly, it's amazing."

Peter was curious, and he sat forward in his seat. "What happened?"

Tony smiled at Pepper and fixed his napkin in his lap before saying, "Well, the last time we were here - when was it? A few months ago, I guess." He pointed to the other corner. "We were sitting at a table just over there, and we had a waiter who must have been new here, since he was tripping up and seemed kinda nervous. I figured that he was just someone who wanted an Iron Man autograph. But guess who this kid asks for an autograph at the end of the night?" He gestured to the next chair, "Pepper Potts!"

Pepper flushed a little, but rolled her eyes. "Yes, Tony. We know it's a terrible shock to your ego that you weren't the one recognized."

"This isn't about ego!"

"Of course it isn't."

Tony picked up Pepper's hand and gave it a quick kiss before she pulled it away. "I just think it's funny," he said with a shrug and a wry grin.

May took a sip of her wine. "Isn't it true that the two of you are engaged?"

Peter looked between the three of them. "Oh yeah! When's the wedding?"

Tony cringed as he looked over at Pepper, who had one eyebrow raised. "We're, uh… we're figuring that out."

"This one was supposed to arrange a venue, but he keeps forgetting."

"Come on, Pep. You know I don't really arrange venues."

"Yeah, I knew it would be a challenge for you. Simple tasks usually are." She sipped her wine, then smiled playfully. "I'm really not stressed about it, actually," she added, turning back to May. "Our relationship hasn't exactly been _traditional_. We've been together so long already - I wouldn't be surprised if we never even got around to it."

Tony shot her a look. "It's going to happen, thank you very much."

Pepper just smiled and nodded. "I'll believe it when I see it."

May laughed, and tucked some hair behind her ear. "My husband Ben and I had the opposite problem. We barely knew each other a year before we were married."

"Oh, you're married?" Pepper asked, her expression pleasant and curious.

Peter froze and trained his eyes down at his plate, his heart straining a bit in his chest. Tony placed his glass down on the table slowly, his eyes a little too wide.

May hesitated, and Peter could see her hands wringing the napkin in her lap. "Well, he's passed away. About a year ago now," she replied stiffly.

Pepper blinked. "Oh," she said softly. Her eyes darted to Tony and back. "I'm - I'm sorry. I didn't know."

May's smile was tight lipped. "It's alright."

Peter noticed Pepper's gaze turn to him for a moment, and he squirmed a little in his chair.

May shifted, took a breath, and then stood from the table. "I - I'm gonna go wash my hands," she offered, though they all knew it was a flimsy excuse. She walked away, leaving the three of them at the table.

Pepper kicked Tony under the table, and Peter heard her hiss, "Why the hell didn't you tell me?"

Tony's eyes were still wide, and he shrugged helplessly. Surely he knew that however softly he replied, Peter would hear it.

"It's alright," Peter told her, catching her eye. "Really." He was trying desperately to crush the awkward cloud that had slid over the table.

Thankfully, though, there was no pity in Pepper's eyes. Only understanding. "Well, I'm sorry anyway," she told him. "But should we… pick a new topic?"

He huffed a laugh. "Probably. At least before May gets back from the bathroom."

"I've heard religion and politics are pretty uncontroversial topics," Tony offered. "How about one of those?"

Peter chuckled in spite of himself. Tony was always good at breaking the tension. "Yeah, that sounds good."

Slowly, they began talking again, moving towards easier subjects. By the time May came back from the bathroom, Peter had almost forgotten about the whole thing.

Luckily, their food came not long after that, and Tony was able to take the opportunity to try and guess every ingredient in the meal he'd gotten. Somehow, he was never able to guess that his steak was mainly beef. The food was delicious - Peter couldn't remember having a better meal in his life.

A while later, after dinner and dessert were finished, they stepped out into the street, the cool dark of the night falling around them.

Tony walked off for a moment to grab the car from the valet.

"This was really nice," May said. "Thanks for taking us out. And - it was great to meet you," she said to Pepper.

"You too!" Pepper replied. Then she fumbled around in her purse for a second before bringing out a small white piece of paper. She handed it to May. "Here's my card. You can call me if you need anything."

May smiled. "Thanks, I appreciate it."

Peter blinked for a moment when he found himself surrounded with a hug. Then Pepper stepped back and grinned at him. "I can see why Tony likes you so much," she told him. "I'm sure I'll see you again soon."

"For sure," Peter replied earnestly.

Tony walked back over, the keys in his hand. "Thanks for coming, May," he said, then put a hand on Peter's shoulder. "See you on Wednesday, kid." His arm then found its way to Pepper's waist, and the two gave one last wave before walking off to their waiting car.

May shook her head, and raised an amused eyebrow at Peter. "They're quite the pair, aren't they?"

Peter nodded. "She's not exactly what I expected, really," he replied.

"What do you mean?" They started walking towards where their car was parked.

He shrugged. "I don't know, really. I guess I expected her to be more like Mr. Stark. More… well, you know."

May chuckled. "Yeah, I know. But I think they balance each other out, don't you?"

"Yeah."

They reached their car and climbed in, May turning the key in the ignition. The radio came on loud and she turned it down.

Peter buckled, and looked out the window at people passing by. The streets were busy for a monday night. "Hey, May?" he said softly.

"Yeah, Peter," she replied absently as she maneuvered their way out into traffic.

"What do you think Ben would think of all this?" He turned to look at May. Her face was gentle. "I mean… us knowing them? Having dinner with them?"

They stopped at a red light, and she sighed lightly. "I think… I think he'd think it was a little ridiculous. But I'm sure he would have enjoyed the steak," she added with a smile.

Peter smiled back, and then hesitated for a moment before saying, "You know I'd give it all up, right? I'd give it all up for him to come back."

May just looked at him. "I know. I would too, honey. But life doesn't work like that."

"Well, yeah, I know that. I'm just saying."

"There's no point in being guilty for what you have, Peter."

He frowned. "I _know_. I just - forget it."

"Peter -" A car beeped behind them, and they looked up to see the light was green. "Okay, okay," May muttered as she moved forwards. "But Peter -"

"I said, forget it," Peter said shortly, turning to look back out the side window. His mood felt spoiled.

He heard May sigh beside him, but she didn't speak again for the rest of the drive.

The next day at Connors' lab, it was unusually quiet. Ethan and Nate, the two other lab assistants, were off at some conference, so it was just him, Dr. Connors, and Gwen. They were also in between experiments at the moment, so the day was mostly cleaning and set up. Connors had even said they could leave early if they wanted.

He and Gwen were talking as they set up what was needed for the next experiment.

"Does this stuff smell weird to you, or is it just me?" Peter said, lifting up a petri dish to Gwen's nose.

She pushed it away. "Ugh, yeah, that is not right. Throw that thing away."

Peter turned and tossed it towards the garbage can. It flew across the room and landed precisely in the bin.

Gwen raised an eyebrow. "Nice shootin', Tex," she said. "What, do you play basketball or something?"

Peter laughed. "Basketball? What? No, they'd laugh me right out of there if I tried out for the team."

"You don't play any sports?"

He shook his head. "Nah. I mean, when I was a kid, I was on the soccer team for like a year. But it didn't end well. I kicked a few other kids in the face."

Gwen looked incredulous. "You were fighting other kids?"

Peter laughed. "No, no - I just missed the ball that badly."

Her face broke out in a grin. "Yeah, that sounds more like it."

They moved a few more things out of the closet and dropped them on the table.

"Hey," added Gwen casually, "what are you doing for the Fourth of July?"

Peter looked up at her and shrugged. "Uh, I don't know yet. Probably hanging out with Ned and MJ, but we don't have any plans."

Gwen's eyes stayed fixed on the equipment as she set it up. "Well, if you want, a guy from my high school is throwing a party. You could join if you want."

Peter hesitated. He didn't exactly have a great track record with house parties. But at the same time, he didn't want to seem uncool. "Yeah, that sounds fun!" He replied with a smile. "But… can Ned and MJ come?"

"Yeah, of course." Gwen was smiling too. "Great, this'll be fun. I didn't want to go if I didn't know anyone."

"But don't you know the guy who's throwing the party?"

Gwen shrugged. "I mean, yeah, but we're definitely not friends." She turned to wash something out in the sink.

Peter ducked his head and smiled. It sounded like he _was _her friend, then. "Well cool then. We'll be there."

"Great," she replied, catching his eye.

They looked at each other for a moment before both turning away at the same time, busying themselves with work again.

He couldn't wait for the 4th.

* * *

That night, it was actually cool for once. All the windows in the apartment were open, and a breeze was whispering through the room. The TV was playing House Hunters, the sound turned down low.

And over in the kitchen, the sharp smell of something burning was still coming from the stove, and a pile of dishes lay unwashed in the sink. Peter stood in front of the microwave, watching his mac n' cheese spin in circles.

Aunt May sat at the table, wearing blue scrubs, a bowl of soup sitting in front of her. She was talking, and Peter had to concentrate to follow her words into real sentences.

"Sorry I burned the lasagna. The directions never did say to set a timer, and House Hunters can really hold your attention, you know? It always makes me want to move to Paris or something."

Peter grunted a response.

"You know, I saw this article about you in the news this morning. Well - about Spider-Man. Did you really steal some guy's sandwich?"

"What?" Peter said. "What - no, I didn't steal anyone's sandwich."

May tilted her head to look at him. "You okay? You sound tired." Her spoon clinked against the bowl, the sound grating against his eardrums. "Long day at work?"

He shook his head. "No - it was good, actually. I think I just need to eat." As soon as he said it, he realized that it was true. His blood sugar was just in the basement.

On cue, the microwave dinged and he opened the door to grab his bowl.

"Ah," May replied, gesturing her spoon at him. "Is this a Spider Thing? You gotta eat more?"

"Yeah," he said around a mouth full of cheese and pasta. He pulled out a chair with his foot and plopped down with a sigh.

"What made today good, then? Did you do something really nerdy and awesome?"

Peter raised his eyebrows and shrugged. "Uh, well - Gwen invited me to a Fourth of July party," he offered.

"How fun!" May smiled knowingly. "Do you have a crush on this girl, Peter?"

He sputtered. "I - I don't know. I don't know if I can. She's like, so out of my league."

"Nonsense. No one's out of your league, sweetie. Except for maybe that Liz girl. I'm not sure how that happened for you."

Peter chuckled. "Thanks, May."

He saw May looking at him expectantly out of the corner of his eye, but didn't look up. Eventually, she said, "So… do you? Like this girl?"

He shrugged, embarrassed. "Yeah. I think - I mean - yeah," he said finally, smiling at the look on May's face. Like before, as soon as he said it, he realized it was true.

"How exciting!" she said. "Workplace romance. And - but what about MJ? Is that over?"

He rolled his eyes. "There was never anything started. I mean, she's great - we're friends."

"Okay," May said cheerfully. "As long as you're happy, I'm happy. I've got to meet this Gwen girl, though! What's she like?"

Peter fought to explain her. "Uh, she's funny. And she's smart - smarter than me, for sure. She's really good at figuring things out."

"You got a picture?"

"Oh - yeah." He grabbed his phone out of his pocket and scrolled until he came to a picture of all the interns in Dr. Connors' lab. He pointed her out to May, "There she is."

May smiled. "Oh, Peter. She's so pretty! Okay, you've got to have her over some time so I can meet her."

"Deal."

She stood and placed her bowl on top of the rest of the dishes in the sink. "You don't mind washing up, do you? I've got to get to work."

Peter was still looking at the photo on his phone. "Yeah," he replied absentmindedly. "I got it."

He felt a kiss on the top of his head. "See you in the morning, then. Text me when you get back from Spidey-ing around!"

He heard the door, and looked up to see it closed. Then he put his phone aside, took another bite of mac n cheese, and watched a couple talk about wrap around porches on the TV.

20 minutes later, the dishes were clean, and he spent one last moment looking at the empty apartment before donning his suit and heading out into the night.

Time to get some real work done.


	8. Chapter 8

A/N: Make sure you go back to the last chapter! I added a little to the end!

* * *

Peter woke to his phone buzzing on his bedside table.

Light was streaming in through half closed curtains, and he could hear construction going on down the street.

He blinked and groaned as his senses settled. He heard the phone buzz again, and slowly sat up.

His phone opened to texts from Happy: _I'm outside! Come out ASAP!_

Peter was confused for a moment until he remembered - oh, right. It was wednesday.

_Be out in a minute! _He shot back, and burst out of bed with more energy than he usually had in the mornings.

It only took a few minutes for him to gather his things, quickly brush his teeth, and run a comb through his hair. He could hear May snoring from behind her bedroom door - she must have been wiped from work - so he left her a note on the fridge.

Then he was bounding down the stairs and out the building, perhaps a bit too excited for 8:30 AM.

"Happy!" he said joyfully as he clambered into the car. "How's it going?"

Happy just looked over his shoulder at him. "When did I graduate from you and Tony's go between, to your personal chauffeur?"

Peter blinked. "Ah, like… a week ago? Are… are you my personal chauffeur?"

Happy chuckled. "Not on your life, kid. Now buckle up."

They pulled off down the street, and Peter put down the window a bit to feel the breeze.

"You mind putting that down? The wind messes with my ears."

The window went back up. "What am I doing today?" Peter asked. "More fight training?"

Happy shrugged. "I couldn't tell you. But I wouldn't guess anything too physical. Pepper and Tony just got back from a trip to DC last night, and I'm guessing he won't have the energy for that."

"They were in DC?" Peter said. "Why?"

Happy turned up the radio a bit, and classic rock drifted through the car. "Accords stuff, most likely. That's what it's always about. Of course, nobody tells me anything."

"Nobody tells you anything? I thought you were forehead of security?"

"Oh, don't you start."

Peter smiled, and looked around. There were magazines in door pocket next to him, and he pulled one out.

Mr. Stark brooding face filled the cover, with the caption: _Continuing the Dream - Tony Stark on Why the Avengers Aren't Over. _

Peter raised his eyebrows, and flipped through the pages until he came to the titular interview. There was another picture of Mr. Stark inside, holding up a piece of the Iron Man suit. He looked confident and self assured. The article below transcribed an interview.

_"So will the Avengers reform?"_ read one question of the article.

Tony's response: _"The Avengers never broke up. We still exist - we're all still here."_

"_Really? All of you? What about Captain America, or Black Widow? Can they still be relied on to help if something goes wrong?"_

_"As much as I wish Cap and the rest hadn't taken the path they did, there's not much we can do about it now. But what I can say is that we are just as strong as we ever were."_

_"Have you been helping the government in their search for the outlaws?" _

_"I think 'outlaws' is a strong term." _

_"But they did break the law. They're vigilantes, now, aren't they?" _

_"Yeah, vigilantes sounds better. 'Outlaws' just sounds like the wild west."_

_"Let's bring it back. Have you helped look for them?" _

_"I haven't helped, no." _

_"And why not?" _

_"I'm not some employee the government can call up willy nilly. The accords are there in place for emergencies, not daily usage. I'm not headed down to DC to fix the president's cable." _

_"Sure, but - their disappearance isn't concerning to you?"_

_"Whatever happened between us… Whatever choices he made… Captain America would never endanger innocent people. So no, his disappearance doesn't concern me."_

Peter wondered, and not for the first time, what exactly had happened after he had flown home from Berlin. Maybe he could ask Mr. Stark about it - but then again, that seemed prying. He didn't want to seem insensitive. Or stupid.

But Captain America, and Falcon, and Black Widow, and all the others - they were out there, hiding from the world and from the law.

A law that, now that Peter came to think about it, he wasn't exactly adhering to, either. But then, he had Iron Man on his side. What he was doing wasn't the same - right?

It hurt his head to think about.

Peter shoved the magazine away and tried to clear his head. "Hey Happy - if you could have a superpower, what would it be?"

"I like to think I already have a power," Happy replied. "Not everyone can stand being around Tony for long. I've managed it for ten years."

"Do you like working for Mr. Stark?" Peter asked, curious.

Happy shrugged, eyes on the road. "It has its ups and downs. But there was never any leaving. He's my family."

Peter looked at the back of Happy's head, and smiled a little. Then he decided to go for it. He asked, "Do you know what happened after we left Berlin?" He saw Happy stiffen a little bit, and heard his pulse increase, and immediately regretted his question. "I mean - you don't have to answer - if it's, like, _confidential _or something."

"Uh… well, it's just - complicated, I guess. And you already know the takeaway - Steve Rodgers and Co. became war criminals and went into hiding. The details don't matter as much as they think you do, kid."

Peter frowned. He was pretty sure they did matter. Whatever, he could get more information another time.

The next time he spoke, it was to ask if Happy played any video games. Happy seemed relieved at the change in subject, and the two settled back for the long drive.

* * *

Once inside the compound, Peter turned the corner into the private wing and was met with a face he didn't expect. His footsteps stumbled and his eyes widened.

"Are you… War Machine?" he said, a little breathless.

James Rhodes looked up from his spot on the couch, a newspaper in his lap. He looked as clean cut as Peter had even seen on TV, but the confused expression was new. "Yeah, that's me… who are you?"

"Oh!" Peter stepped forwards quickly - maybe a bit too quickly - and stuck his hand out to shake. "Uh… I'm Peter. Peter Parker."

Rhodes' eyes narrowed, but he slowly returned the handshake nevertheless. "Right… how - how did you get in here, exactly?"

Peter looked around and then back at Rhodes. "The… front door?"

"What are you… someone's kid? You know you're not really supposed to wander back here. This is a private…" Rhodes gestured around, "space."

"Yeah, I know. I'm here for Mr. Stark."

James looked up at him, an incredulous look on his face. "Are you trying to say that you're Tony's kid?"

"No!" Peter replied quickly. God, this wasn't how he wanted his first meeting with War Machine to go. "No, no, no. I - I'm his intern," he said earnestly.

"Yeah… uh, I'm gonna go find 'Mr. Stark,' and figure out what this is. Just - don't go anywhere, and don't touch anything." He slowly stood from the couch, and Peter noticed for the first time the metal supports that lined his legs. They whirred slightly as Rhodes stood.

After a few glances over his shoulder, Rhodes had exited through a doorway next to the kitchen. Peter smiled to himself. "So cool," he whispered.

Unsure of what to do with himself as he waited, he wandered around the room. There was a beautiful bouquet of flowers on the table, and he touched them, just to see if they were real. They were, of course.

He heard footsteps and whispering in the next room, and strained his hearing to make it out, pushing aside the slight guilt that came along with eavesdropping.

"I do not believe that for a second!" Rhodes was saying. "I would believe that this is your actual child before I believed you were_ tutoring_ your _intern_."

"Haven't you heard of my reputation for philanthropy?"

"Siriously, Tony. Don't leave me in the dark, here."

"I would've thought you'd have figured it out by now, actually. The high pitched voice is pretty distinctive."

Peter felt he should probably be offended by that comment.

"Any other clues?" Rhodey hissed. "Or are you gonna keep teasing me with this?"

"Why don't we let the kid say it for himself? I don't think I'm the one to pop this particular cherry."

"You know I hate it when you use that metaphor."

"Come on - in, in," Tony said, and now Peter could see them coming through the door, Mr. Stark's hand on Rhodes' shoulder.

He pulled his hand sharply back from the flower he was still touching, and tried to look as if he was surprised to see them. "Hey, Mr. Stark!"

Mr. Stark rolled his eyes. "Yeah, don't try that - I know you were listening to everything we just said." Rhodes flashed him a weird look at that. "Now, you got something to say to Rhodey here?"

Peter blinked. "Uh…" He looked between Rhodes, who looked both curious and seriously annoyed, and Mr. Stark, who had a mischievous sort of smirk on his face. "I - I'm Spider-Man?" Yeah, that wasn't how that was supposed to come out. "I'm Spider-Man," he said again, stronger this time.

"We've really got to work on how you deliver that line," Mr. Stark said.

Rhodes was staring at him. "I'm sorry, what? Spider-Man is an actual _child_? How old are you - fourteen?"

"Fifteen," Peter mumbled defensively.

James continued without hearing him. "Great, Tony. Great. Don't you understand this is how we get shut down?"

"See, this is why I didn't tell you until now," Tony replied, grabbing a smoothie from the fridge. "You get so stressed out."

"You can't have _children _fighting _wars!"_

Mr. Stark gestured at him with the smoothie bottle. "First, he's not a _child_. Legally, he could fly on an airplane without being an unaccompanied minor." Rhodes stuttered, but Tony just continued on. "Second, he's not fighting any _wars. _The most he's done outside throwing a couple punches in Berlin is help a few old ladies get their cats out of trees."

Rhodes looked over at Peter, then back at Tony. "Didn't he take down one of your planes? He crashed one of your planes!"

"Well, it was that or let the Vulture steal whatever was on board," Peter said defensively.

It was as if the two older men remembered Peter could speak for himself.

Mr. Stark nodded. "And he was great," he said. "Maybe he didn't snag the style points, and maybe it wasn't graceful, but he did it."

"Yeah," Peter said, warming a little at Mr. Stark's half-praise.

Rhodes looked again between Peter and Mr. Stark. "Right. Okay. Well, Tony, this is an interesting play. Color me intrigued. But also color me not finished with this conversation."

"Subtle," Mr. Stark replied, before sipping his smoothie.

"Please don't tell anyone," Peter said quickly, as Rhodes backed out of the room.

"Don't worry, kid, I don't want anyone to know as much as you do." And with that, he was out of the room.

"What a drama queen," Mr. Stark said. Then he slapped a hand on Peter's shoulder. "Now, come on. We're going to the lab."

"Your lab?"

The hand on his back pushed him towards the hallway. "No, Oprah Winfrey's lab - yes, it's my lab."

"Oh - okay."

* * *

When Mr. Stark had described Dr. Connors' lab as 'not too shabby,' he had thought it was just a joke. But now he saw that in comparison to this lab, it was nothing.

This place was like a nerd's dream. Everything was shiny, holograms of blueprints and designs were floating in the air, and every tool imaginable was there in its place.

"Wow," Peter breathed.

Mr. Stark spread his arms. "Welcome to my little corner of paradise." He turned around and spotted a pile of junk in the corner. "DUM-E, really? I told you to pick that up!"

A robot in the center of the room tilted its arm to the side like a dog would tilt its head.

"Don't give me that look. God, you're a tragedy. Now come on, get to it!"

The robot moved over to the corner and began slowly picking up pieces of trash.

"What is that?" Peter asked.

Tony was moving further into the workshop, glancing at random things on the tabletops. "Oh, him? That's DUM-E. He's kind of my lab assistant, and kind of totally useless." He looked up at Peter. "Made him when I was around your age, actually."

Peter's eyes widened, and he looked back at the robot. "No way. Really?"

Mr. Stark chuckled. "Yeah, really. He was my first AI. Built him while I was a student at MIT."

"You were in _college _by now?"

A shrug. "Yeah, that's what a famous father with high expectations will get you."

Peter blinked. Suddenly, his accomplishments didn't seem so great. What had he done, really? Besides barely make it through sophomore year? "College just seems… so far away."

"It's closer than you think - even for you. Now, get over here. Weren't you saying something the other day about collapsible web shooters?"

"Yeah - so I can always wear them, but I don't have to wear long sleeves with them. That would really be nice, since it's been so hot."

Mr. Stark gestured to the worktable. "Well, have at it, friend. I expect to see a prototype in a few hours."

"What are you gonna do?"

"Well, I'm still working on a better system for an expandable suit."

Peter glanced at him. "Well, sounds kinda similar… you have any tips?"

Mr. Stark considered him with a smile. "Yeah. Yeah, sure, Pete."

Peter smiled back, and they got to work.

* * *

Later, they were sitting with their feet in the pool, glasses of lemonade in their hands. After hours of work in the lab, they'd created a prototype of collapsible web shooters. They went down to the width of a rubber band, and expanded when they were tapped together three times. Peter was pretty proud of it, and couldn't wait to try it out.

"I wish I brought my swimsuit," Peter said. "The water feels so nice."

Tony splashed a little with his foot. "Yeah, usually it's just pepper who swims in here. She does laps in the mornings."

"Where is Pepper?" Peter asked.

"Oh, she's already back in the city, staying at our apartment there. She's a busy lady."

Peter blinked. "You still have a place in the city?"

Mr. Stark looked at him. "Sure, I do. I have places everywhere, kid."

"Well, how come you don't stay there all the time?"

He shrugged. "I'd like to, honestly. Especially with all the chaos around here lately. But usually it's good to be here - closer to the action."

Peter looked out across the fields. "Seems farther from the action to me."

"Yeah, it can feel that way."

He took a sip of his lemonade and relished the cool feeling in his throat. "Is there gonna be a party here tomorrow? For the Fourth of July?"

Tony laughed. "Yeah, I don't think so. But we'll do something. Fireworks, maybe."

"Did you know that congress actually declared independence on July 2nd? They just took a few days to argue about the wording."

"Sounds like nothing in government has changed."

Peter chuckled. "I guess, yeah."

"Well, happy early and belated independence day then, Pete," Mr. Stark said with a smirk.

"You, too, Mr. Stark."

* * *

When the Fourth finally came, it was a perfect, sunny day. Maybe 20 degrees too hot, but there wasn't a cloud in the sky, and by the time the sun went down, it cooled considerably.

MJ, Ned, and Peter were sitting on the bus, enjoying a few last minutes of quiet before they met up with Gwen at the party.

Ned had his fedora on, and MJ had her hair up and out of her face. She kept looking at him, and then looking away again. They weren't talking - just watching the street through the window.

As they got off the bus, Ned said, "I hope you have the right address. Otherwise, this is gonna be really awkward."

"She's already here - she just texted me," Peter said.

They knocked on the door, and it opened to a wave of color and sound. Loud electronic music was playing, and lights were spinning and dancing on the walls.

The guy who opened the door was tall and blonde. "Hey," he said. "Who are - wait… MJ? Whoa, what?"

Peter snapped his head over to see MJ's reaction, confused as to what was going on.

"John! Hey, what's up?"

John was just about to reply when a blonde haired girl showed up behind him.

"Gwen!" Peter said happily, waving.

"Peter!" Gwen pushed past the guy, a bright smile shining on her face. "'Scuse me, John. Ned, MJ! Come on in!" She grabbed their hands and pulled them inside. "God, I'm so glad you're here. I barely know anyone."

"Aren't these people from your school?" MJ asked.

"I think a lot of them are college students or something. From ESU. That's where Nate's brother goes to school. Nate's the guy throwing the party." She pointed to the other end of the room, where a brown haired guy was throwing darts.

"Man, it's so funny to see you here," John said to MJ.

Gwen looked between them. "Oh, you guys know each other?"

MJ shrugged. "We both intern at Young New York. The newspaper."

"Oh, no way!" Ned said. "This is great! Nice to meet you, I'm Ned. And that's Peter." He stuck a hand out.

John laughed, and shook it. "Hey, uh… nice to meet you too, I guess. You guys should get something to drink, though - the table's over there."

"Yeah, sure," Peter said.

"You want something, MJ?" John asked.

Peter would have turned to look at Michelle, but Gwen was already walking towards the drinks. He followed her.

"What do you want, Pete?" she asked. He liked hearing the nickname from her.

When he looked around at what there was, though, he didn't really know how to respond. "Uh… I don't know. What are you gonna have?"

She held up a cup in her hand. "Vodka cranberry. I figure the red is patriotic, right?"

Peter laughed. "Sure, I guess."

"You want one of these, then?"

He shrugged. "Yeah - yeah, sure."

"Coming right up." She reached for the bottles and started pouring into a red plastic cup.

Peter looked around as she did so. There were a lot of people here - more than he expected. Their voices echoed against the walls in a buzz of sound, and the music beat against his head.

When Gwen passed him the drink, he took a sip eagerly, the vodka searing his tongue. He'd need a few of these to relax against the wall of sound. Absently, he wondered how his Spidey powers would hold up against alcohol. He'd never really tested it before.

Ned came up behind him and tapped him on the shoulder. "Dude, they're playing Mario Kart in the next room! We gotta get in for a round!"

"Oh, sweet! Gwen, you wanna come?"

She was refilling her own drink. "Sure! I'll meet you over there - I see someone I know."

Peter flashed her a thumbs up, and followed Ned to the couch, where a few guys sat playing. Behind them, a group was dancing to the music.

A while later, Peter was several rounds in, and several more vodka cranberries in. As he crossed the finish line on Rainbow Road, he let out a cheer, and high-fived Gwen, who was standing behind him, cheering him on.

He wanted another drink, so he passed the controller off to another guy and walked across the room. As he was pouring, he spotted MJ and John over by the windows, slightly obstructed by a group of people dancing. It looked like they were just standing and talking. As Peter watched, John said something that made MJ laugh.

Then, as he sipped his drink, he suddenly felt bold. It felt like only a moment before he was back in front of Gwen.

"Hey," he said. "You wanna dance?"

She tilted her head and smiled at him. "Yeah, okay."

He grabbed her hand and pulled her away from the couch towards the throng of people dancing. Halfway over there, he remembered that he didn't know how to dance. But somehow, his body knew what to do, and when he opened his eyes again, he and Gwen were singing and dancing along. He felt happy and free, and his head was mercifully empty.

At one point, Gwen pulled his shoulder down to speak into his ear over the music. "We should go somewhere! To see the fireworks!"

He nodded, and they walked together to the windows, and then through a set of doors out onto a balcony. The air was cool compared to the heat of all the bodies inside.

It wasn't long before they heard a _pop! _a _bang! _and a _BOOM! _And color and light filled the dark.

Slowly, Peter put his arm around Gwen. She leaned into his shoulder, and he looked down at her hair. He smiled to himself, and together they watched the sky.

* * *

Across town, a _BOOM _rang out across Fifth Avenue for a very different reason.

There was smoke, and screaming, and a figure stepped out of the shadow - one with a deep green suit, a dark helmet, and what looked like a tail with a long, pointed stinger flickering behind.

As he stepped forwards, the ground shook, and people fled.

Then his own voice filled the street - loud and dark.

"Where… is… SPIDER-MAN?"

* * *

A/N: I hope y'all like this chapter! Interactions with Tony are so fun to write - but I hope what's happening with Gwen and MJ is working! Let me know what you think!


	9. Chapter 9

A hand was rough on Peter's shoulder, shaking him awake.

"Gah!" Peter grunted, his eyes peeling open to the daylight. His mouth felt dry and stale, and his limbs were sluggish as he tried to shift them. A dull ache had set up in the back of his head.

"Peter, wake up!" There was a shape hovering over him, their hand still on his shoulder.

"Wha…" he said, eloquently.

Another blink revealed the shape was Ned. His face was tense and anxious. "Come on, get _up! _You have to see this!"

"What's wrong? What happened?" Peter's grogginess was rapidly disappearing, a sharp wariness taking its place. If it was enough to make Ned look upset, it had to be serious. He pushed himself up into a sitting position.

Ned was shaking his head, and he hissed, "It was last night. Someone was looking for you. For Spider-Man. But you… you have to see - I can't -" He pulled Peter by the arm and out of bed, impatient.

They were in Ned's apartment. Ned's mom was in the kitchen, frying up something on the stove that smelled delicious, and his dad was sitting in a chair in front of the TV, which was currently playing the news. Big, bold letters scrolled across the screen, and a man with grey hair and a brooding face was talking.

_"— the city is reeling from this attack, orchestrated by a sinister figure calling himself the 'Scorpion.' Thankfully, no one was killed, but police are reporting 10 wounded, with two still in critical care."_

Peter shot Ned a frightened glance. This had happened last night? But what the anchor said next put ice in his veins.

"_From witness reports and recorded video, his motivations were made clear. He was calling out for a fight — with Spider-Man."_

Oh, God. Ned's eyes were wide as he looked at Peter; his face pale.

"_However, the masked vigilante never appeared, and we're left wondering — why? Could the two be working together? Or was Spider-Man too afraid to confront the criminal? We asked some of the witnesses their thoughts on what happened last night."_

The shot changed to one stationed on a street corner. A middle aged woman spoke, her gaze directed slightly to the left.

"_It was terrifying. I've — I've never been so scared in my life. But in the back of my mind, I was thinking, _Spider-Man's coming. He'll be here. _But he never did. He's a coward, that's what he is. And a criminal."_

The next speaker was an old man, leaning on a cane.

"_This Spider-Man needs to be locked up! He's responsible for this, as much as that crazy lunatic with the bomb!"_

Peter's head was spinning. Ten people injured. And it was his fault.

How could he have been so _stupid? _To think he could let his guard down and have let this happen… This was exactly what Mr. Stark had warned him about.

This was his fault.

He turned abruptly away from the TV, only distantly hearing Ned call his name behind him.

In only a moment, he had grabbed his things and was headed for the door.

He needed to get out there. He needed to fix this.

"Peter, where are you going?" The voice was Mrs. Leeds. "Don't you want some breakfast?"

Peter managed to shake his head and say, "No — no thanks. I need to go — check in on my aunt."

She looked at him kindly. "Of course. Be safe out there, Peter."

He nodded at her, and only glanced at Ned, who looked worried and frightened, before heading out the door.

* * *

Somehow the swing to Fifth Avenue took longer than he remembered. And when he arrived, settling on a rooftop, it he scene sent his stomach plummeting.

A large crater sat in the middle of the street, debris strewn about it. The storefronts around were riddled with shrapnel hits and bullet holes.

Police had cordoned off the block, and curious pedestrians were trying to sneak looks from behind the lines.

Peter thought again about the ten people wounded.

How could he have let this happen?

"Karen?" he said. "Can you — I need to see what happened here. Is there video?"

"_Of course,_" Karen replied. "_I'll compile the most useful videos for you."_

He nodded. "Thanks."

After a moment, video began showing on his display. It looked like it was from one of the store's security cameras.

The street he saw was dark, with people wandering around, looking into shop windows.

_Get out of there! _He thought. But there was no changing what had happened.

A large figure crashed down onto the street from above. It looked like he was wearing a metal suit, colored dark green. There was an extra arm on the back — or was it a tail? He stalked forward, raising his arm as he did. Something was thrown, and a bright explosion lit up the street.

The video switched to something from a phone camera. It was shakier, but there was sound. The 'Scorpion's' steps were loud and crashing.

Then his voice rang out — deep, and projected by the suit, probably: "_Where is Spider-Man?"_

People were screaming and running away.

"_Spider-Man!_"

Peter felt sick. "That's enough," he said roughly.

Karen turned off the video.

He swallowed. "How… how do I find this guy?"

"_I could track the energy released by the suit."_

Peter blinked. "You can?"

In response, lights flickered on his display, and he could see lines of energy leading from the roof, down onto the street, and down Fifth Avenue.

Peter nodded. "Alright. This guy wants to see me? We'll just have to knock on his door."

He shot a web down the street and jumped off the roof. After a moment gravity caught up and he felt the familiar tug on his shoulders as he swung. Wind whipped past him, but he kept his eyes on the trails of light ahead of him.

They went down the street as far as the destruction did, which made sense. Then a path of broken brick led up a building to its roof. From there, it looked like the Scorpion had jumped from building to building, block after block.

It was at least a mile before the trail went back down to street level. It looked like he had jumped from the roof down into an alleyway. Correspondingly, there were indents in the cement below.

But from there, the lines suddenly stopped.

"Karen? What happened here? Where'd he go?"

"_I can't sense any similar energy reading from this point. It's possible that he removed the suit here."_

That made sense. A part of him was relieved that he wasn't heading out to fight some kind of cyborg. The other part knew that he would be much harder to find this way.

He huffed impatiently. This wacko was out there! And he wanted Spider-Man — there was no way this would be his last attack. If only he could figure out what would happen next, and where. Of course, he had no idea how to figure that out. Surely there must be some way —

He almost jumped when he heard the sound of his phone ringing in his ears. When he saw who was calling, he was hesitant to answer, but knew he had to.

"_Peter?_"

"Mr. Stark!"

"_God, I've been trying to contact you all night! Where have you been?_"

He had? Peter pulled out his phone, and sure enough there were six missed calls from one Tony Stark. He struggled to answer — the truth was too mortifying. "I — I didn't know — I didn't know what was happening until —"

"_You're avoiding my question. Where. Were. You."_

Peter put his head in his hands. "At — at a party," he said finally, quiet and ashamed.

He could feel Mr. Stark raising his eyebrows. "_A party, huh? So you weren't picking up because you were — what, drunk?"_

The disappointment in his voice was unbearable.

"If I had known… Mr. Stark, I'm sorry, I didn't know until this morning —"

He cut off as he heard Mr. Stark take a controlled breath. "_Peter, you need to be more dependable than this. And what if you _had_ seen what was going on? Would you have swung in there drunk?"_

He let out a noise of disbelief. "I — no, never! I'm not stupid!"

"_Well, see, this is one of those occasions where we have ample evidence to the contrary."_

Peter shook his head, suddenly defensive. "So you're saying I can never go out and have fun? Isn't — isn't that a little hypocritical?"

"_We've talked about this. You're supposed to look at my actions as a roadmap of what _not _to do." _Another breath. "_Look, I'm headed out to the city to help with this. Just… don't do anything stupid, okay?"_

The resigned note in Mr. Stark's voice brought the guilt back in full force. He hung his head. "Okay," he said softly.

Stark's response was to hang up.

Peter pressed his lips together in a hard line and closed his eyes. He hadn't heard that kind of voice from Mr. Stark in a long time — not since what happened with the ferry. It felt just as demoralizing now as it had then. But, at least he hadn't taken the suit away this time.

His heart heavy, he shot a web and returned to the rooftop. He needed to get this out of his system — and he needed to be ready. That meant staying on the street, and staying as Spider-Man.

He swung off in search of someone to stop.

* * *

Peter ended up back in Queens. Of course, nothing much was happening. He managed to stop a car-jacking, and a shoplifter.

None of it distracted him though, and he was getting terribly hungry. He hadn't eaten since the night before.

Slowly, Peter made his way back to his apartment.

He was about a block away when his phone rang again. He thought Mr. Stark was calling again — until he saw the name.

He stopped on a rooftop to answer it.

"Gwen — hi!"

She sounded tense. "_Hi, Peter._"

He frowned. "Are you — is something wrong?" Had he done something wrong? Was she about to say she never wanted to talk to him again?

"_I — Peter, it's Dr. Connors_."

The way she said it made his blood run cold. "What — what happened?"

It sounded hard for her to say. "_He was there. Last night. With the Scorpion._"

No. He couldn't have understood that right. "What?"

"_He's in the hospital — his wife just told me._"

His heart was beating fast. "Is he okay?"

Gwen took a shaky breath. "_She said… she said he might lose his arm."_

Peter shook his head. Lose his arm? "Oh, god." This was his fault.

"_Yeah, it's awful, isn't it? I always feel like this crazy sort of stuff is so far away… but Dr. Connors…" _

"Yeah," Peter managed to say through his dry mouth. Somehow he felt the same. Even though he was the one the Scorpion wanted… this stuff wasn't supposed to hurt the people in his life. He felt off balance.

Gwen was speaking again, and he forced himself to focus. "_I was thinking we could go together to see him. Bring a card or something."_

"Yeah. That's — that's a good idea."

"_Okay. I'll text you, then. See you soon, Peter."_

"Bye."

His mind was reeling, and it was autopilot that brought him back to his apartment.

May was sitting on the couch, watching something on TV. As Peter stepped inside, her head snapped around to see him.

"Peter!" She raced over and grabbed his shoulders. "Oh, I was worried!" She frowned when she saw his face. "Peter? What happened? Are you hurt?"

He shook his head numbly, and then suddenly he felt tears falling down his face.

"Oh, Peter, it's okay," May said, her voice somehow both tense and calming. She pulled him forwards into a hug, and he wrapped his arms around her, tight.

After a minute, she pulled back, looking him in the eye. "What happened?" She said.

Peter took a shaky breath. "It's my fault," he said.

She put a hand on his cheek. "No, Peter, no. You can't blame yourself for this."

"Dr. — Dr. Connors. He was there. He's hurt, he's in the hospital. And I wasn't _there."_

"This is not your fault. Just because he said your name, doesn't mean you're responsible for what he did."

"I mean, I know that, but —" he cut off. He didn't know how to explain it.

May was looking at him tenderly. "Do you… we could call in sick, just hang out tonight. Would you like that?"

"Oh, god," he replied. He had totally forgotten — he was supposed to be working that night at the movie theater. His head fell forwards onto May's shoulder, and he heaved a sigh. "No, no I can't. They said the next mess up and I'd be fired," he reminded her.

"Oh, honey." She brushed her hand through his hair. "Well, let me get you some food, at least. You want take out? From the Chinese place?"

Peter nodded into her shoulder, feeling both grateful for the comfort and still ashamed at what he'd done.

"Okay. We'll do that, then. I'll order it now."

May walked away to grab the phone, and Peter collapsed onto the couch, head in his hands.

He had had such a good night last night — and now it was poisoned. Ruined by the knowledge that he hadn't been there when he needed to be, and people had gotten hurt.

Fire licked at his chest as his anger grew. He couldn't wait for the Scorpion to show his face again. Because when he did, he would be there.

* * *

Peter's mood wasn't improved by the atmosphere at work. Jeffrey was his supervisor again today, and was watching him like a hawk. Luckily he was working with Ned at concessions again, but his friend was on edge, looking at Peter like he was a bomb that might go off at any time.

"Ned, quit looking at me like that. I told you, I'm fine."

Ned raised his eyebrows. "Okay, okay. Sorry. It's just — a bad guy's never come after you like this before. I only want to help."

Peter sighed. "I know. I just… we'll talk about this later, okay? Not now."

Ned shrugged. "Okay. You better follow through on that, though."

He looked over at Ned. "I will. I promise."

"Good."

Two girls came up to the counter and asked for some popcorn. As Peter grabbed it for them, he heard them talking behind him.

"I know, that Scorpion stuff is scary. You know, my brother was just a couple blocks away when it happened."

The other girl responded, "Yeah. It just gets me that nobody did anything about it. Like, the police say they're looking into it, but where was everybody when it was happening? Where was Spider-Man, or the Avengers or whatever?"

Peter gripped the metal popcorn scooper hard enough for it to dent. When he turned around, though, his face was neutral. He handed them their popcorn. "Here you go."

After they had walked away, Jeffrey swooped in, hands crossed over his chest. Peter looked at him sullenly as he said, "Peter, you really need to work on your customer interactions. People should be walking away with a smile on their face."

"Sorry," Peter replied, clipped. "I'm working on it."

Jeffrey raised an eyebrow. "You better be, or you'll be back to bathroom duty." He stalked off.

"Man, what is it with that guy?" Ned said, leaning against the counter.

Peter shook his head. "Just gets off on being an asshole, I guess."

Ned shot him a strange look that Peter couldn't decipher. "Yeah, I guess."

The rest of the shift passed slowly, and by the end Peter felt like his eyes were about to melt out of his face, and his head was pounding. He needed something else to eat.

As they left, Peter and Ned grabbed some soda from the machine and snuck past Jeffrey without being seen. They walked side by side down the street, headed back towards their side of the neighborhood.

"You want to sleep over again?" Ned asked. "I mean, if May's working late again — you don't have to hang out by yourself."

"She is," Peter replied. She always was nowadays. He opened his mouth to say no, he was fine. But what came out was, "Yeah, I'll come over. That'd be nice."

So when Ned's block came up, they both turned. Ned buzzed in and they took the elevator upstairs. Once they opened the door, Peter was hit with a wall of sound.

It looked like everyone was home for dinner that night. As they walked in, different voices called out to say hello.

"Peter!" Mrs. Leeds said. "Long time no see!"

"Hi again," he replied, a smile tugging its way onto his face involuntarily.

"Hi Peter," Tammy waved.

"What, you're not gonna say hi to me?" Ned said, walking towards her.

"Nope!" she replied happily.

Peter laughed, and walked up to give her a high five.

"How was work?" Mr. Leeds asked.

They looked at each other and shrugged. "Fine," they replied together.

"A thrilling report," Ned's aunt Liza said dryly.

"Well, we've got leftovers from dinner, if you'd like some," Mrs. Leeds said. "Pork chops."

Not long after the boys sat at the table with a plate of delicious food in front of them, Ned's family scattered around, sitting at the table with them or on the couch or the barstools in the kitchen. Tammy was sitting on the ground, playing with a toy horse. All of them were watching what was on TV — what looked like a cheesy reality show.

"_I just _can't _have David around anymore," _a girl with bright blonde hair and huge boobs was saying to the camera. "_His jeans addiction just stresses me out."_

Peter just zoned out and relaxed, enjoying his food and the warm atmosphere around him. It was always nice being surrounded by people you knew, and this was surely nicer than being at home alone. Plus, he knew he wasn't putting them out — the Leeds had assured him long ago that he was welcome any time.

Of course, his sour mood returned when he and Ned went off to his room to go to bed. They changed, and got set up in Ned's bunk bed, without saying more than a few words to each other.

Ned picked up on it. He spoke from the bottom bunk. "Do you… wanna talk about it?" He asked, a little awkward.

Peter sighed. "I just — I can't shake the feeling that it's my fault. I mean, objectively, I know it wasn't. But he did this because of me, and I was off… at some party."

"Well… now you'll be ready. The next time he shows himself, you'll be there. And you'll stop it."

Peter turned onto his side. "I hope so."

Ned paused, and then said, "Okay different subject I know, but I can't hold off any longer."

"What?"

"Dude — Gwen!"

Peter rolled his eyes, but smiled nonetheless. "What about her?" He said innocently.

"How about that you were with her all night! Did you guys kiss?"

Peter chuckled despite himself. "No, we didn't."

"Well, will you?"

"I… hope so," he replied. But then that made him think of — "Oh my god, I didn't tell you."

"What?"

"Dr. Connors. He was there — on Fifth Avenue last night! And — apparently he was really hurt. He might lose his arm."

"Aw, shit. That's kinda scary."

Peter was inclined to agree.

"But what does that mean… with your internship and all?"

Peter blinked. He hadn't thought about that. What was going to happen? "I don't know… I mean, if he's that bad off, he definitely won't be back to work anytime soon. But — do you think it's rude to ask?"

Peter heard Ned shift below him. "No, man. That's kind of important, you should definitely ask."

"Okay."

"And Peter?" Ned added.

"Yeah?"

"We're gonna find this guy. The Scorpion. I promise."

Peter's jaw clenched, and he nodded resolutely, even though Ned couldn't see him. "Yeah. Yeah, we are."

* * *

The warehouse they had made their base was littered with trash and broken glass. Yet, in the middle of the floor — a technological marvel. In front of it stood a few men.

"Our plan is finally beginning to unfold," Gargan said, his voice full of anticipation and excitement. "Spider-Man will learn his lesson — will get what he deserves. All thanks to the Scorpion." He ran a hand down the arm of the suit. Then he turned back to the small group of men assembled before him. "But that includes all of you. I still need eyes and ears out."

There were nods all around.

"We'll meet back here in two days. You better have something to report. Now, go."

They filed out — all except Johnny, who walked up to him. "What are you gonna do when you find him?" He asked. "You're gonna kill him — right?"

"Of course," Gargan replied, a feral smile on his face. "But first we'll give him some scars to match mine."

Johnny smiled back.

* * *

I'm not entirely happy with how this chapter turned out, so please let me know your thoughts in comments!


	10. Chapter 10

A/N: I'm quite proud of this chapter. This concept was something I really wanted to include, so I hope it still sounds like things are progressing naturally. Enjoy!

* * *

Tony's morning was actually going smoothly, for once.

He'd finished his run in good time, his green smoothie had gone down easy, and Pepper had had time to sit with him for a minute before she ran off to work. And somehow, he found himself with free time. That was pretty unusual lately.

He was still in the city after coming in to help with the whole Scorpion situation, and so far it had been a huge mess. No one could figure out the motivations besides attempting to call out and fight Spider-Man. Plus, there hadn't been a trace of him yet. Even a trace of the Scorpion suit's energy trail led to a dead end.

But after a few days of assisting the police, it looked like he would actually have some free time to hang out in civilization today. He did like being in the city again.

Of course, the spell was broken when his phone rang and he picked it up to see that May Parker was calling.

He sighed before answering, wondering what she would be yelling at him for today. Most likely it would be about what had happened on Fifth Avenue the other night — she still hadn't called to remind him Peter's safety was his responsibility. Or maybe it would be because of what he said to Peter over the phone — words he meant at the time, but realized might have been a bit harsh. But instead of stern words or yelling, the voice over the receiver was quiet and worried.

_"Tony?" _

"Yeah - hi, May. What's up?" he asked.

There was a pause, as if she was hesitant to speak. That was certainly unusual.

"May?" he said again, pressing her to speak.

_"Sorry, I shouldn't have bothered you with this," _May said quickly.

Tony frowned. Something was definitely up. And he'd bet a whole lot that something had to do with Peter. "Is everything alright?"

_"Sorry," _May said again. _"I know I should know this, and he's not really your problem, but… you don't know where Peter is, do you? He's not… doing something with you I forgot about?" _

"No," he replied slowly. "I haven't seen him in a couple days. Why - is he missing?"

She spoke faster now, obviously worried._ "I just - I had the night shift again last night at the hospital, and I came back to the apartment a couple minutes ago, and - he's not here." _

As she talked, Tony wracked his brains, trying to remember if Peter had told him something that would explain this. But all he could hear was Peter's angry words - and his own, circling back from their fight the other day. He shook his head, focusing on the problem. "He didn't sleep over somewhere - a friend's house?"

_"No," _May replied. _"I - I called his friends' parents before I tried you." _

"Huh," Tony said. He put the phone on speaker and grabbed a tablet from the kitchen counter, scrolling through it to find the tracking information from Peter's suit.

_"You don't think… do you think he's been hurt? He told me he wouldn't go on patrol last night but he's not answering my texts, and I can't find him anywhere -" _she cut off with a shaky breath. _"You can find him, right?" _

Tony was looking at the data the suit gave him, and saw that it was currently offline. "Okay, well, wherever he is, he's not in the suit," he said. "So he's probably not hurt. Probably."

_"That's… kind of reassuring, I guess," _May replied hesitantly. _"Can you see where he is, then?" _

He shook his head. "Not with what I have. I could get into his phone, though. That wouldn't take too long."

"_ Oh, great. That sounds effective." _

Tony was already tapping into the GPS of Peter's phone, and a location quickly showed up on the map. He frowned as he noticed where it was, then his heart rate picked up and his eyes widened. Oh, God. "I - I think I found his phone," he told May.

_"That was quick. So, where is he?" _

He hesitated. This could be bad. Really bad. Tony tried to reel in his thoughts, because they were heading over into terrible possibilities. But then finally he said, "It's telling me he's at the… the All Faiths Cemetery."

There was a long pause. Then he heard a sigh, and May muttered a curse: "_ Shit." _

Tony blinked. As much as May was a quick talker, he wasn't sure he had ever heard her curse. Sure that she had jumped to the same terrible conclusions that he had, he rushed to reassure her. "I'm sure it's nothing. That's just where his phone is. Doesn't mean he's there."

_"No… he's there. It's -" _May took another deep breath. " _God, I didn't even realize the date." _

Tony was confused. "What date?"

_"It's been a year," _she said, as if that explained everything. After a moment, her voice was quieter as she added, " _A year since Ben - since my husband died." _

"Oh," he replied lamely. "I'm - God, May, I'm sorry."

"_ Thank you for helping me find him," _she sounded so tired. _"I guess I'll go pick him up now." _

"Hey," Tony added suddenly, before she could hang up. "Why don't I grab him for you? I'll pick him up and bring him back to your apartment."

"_ I… I don't know, Tony," _May replied slowly.

"You've been up all night. Just get yourself cleaned up, and I'll get Pete back to you."

_"But… aren't you upstate?" _

He was already getting up and ready to go. "Nope. Stayed the night in the city, so I'm right nearby." He could tell that May was still hesitant, so he added, "I promise, it's not an inconvenience. I don't have anything scheduled for the day."

Finally, she responded gratefully, "_ Okay. Thanks - thank you, Tony. I really appreciate it." _

"It's nothing. See you in a bit." He ended the call and sighed. He wasn't exactly sure why he had just offered that. All he knew was that he wanted to help. Hopefully he'd actually be able to.

Happy had driven Pepper this morning, so he drove himself. He would have wanted to anyways, honestly. Happy wasn't exactly a mindful conversationalist - and Tony had a feeling that Peter would be needing some of that.

It took him about fifteen minutes to make it to the cemetery, and he parked at the edge of the parking lot. It looked like only a few other people were there.

The place was open and green, with a few scattered trees. The sun shone down brightly, a contradiction to the mood of a cemetery.

Tony glanced around the headstones, trying to spot Peter, but he didn't see him anywhere. Of course, the place was pretty large. He'd probably have to wander for a bit in order to find him.

He hadn't been to a cemetery in a long time. His parents were buried not too far away, actually, but it had never helped him to visit them. He never really connected their headstones with _them _.

Tony strolled through the paths, keeping his eyes peeled for Peter. He passed a few other people, but no one even looked at him. The place was quiet and still.

Finally, he turned a corner and saw a familiar crew cut between one of the rows of headstones. Peter was sitting in the grass in front of what must have been his uncle's grave.

God, why was he here? This wasn't even remotely his place. He wished that he had let May come instead of him.

At this point, though, it was too late. He took a steadying breath.

Tony headed in Peter's direction, walking carefully. He was sure that Peter would hear him coming anyways, with his enhanced hearing, but he never looked up.

Soon enough he could make out the engraving on the headstone: "_ Benjamin Franklin Parker ~ Beloved Husband and Uncle ~ 1968-2015 _"

"Hey, Pete," he said softly when he had gotten close.

Peter spun, startled, and looked up at him. "Mr. Stark? What - what are you doing here?"

Tony studied his face. He wasn't crying, but it looked like he might have been recently. Suddenly, he felt very out of his depth. But he replied, "Just here for you, kid. Your aunt's worried about you."

Peter frowned. "Where is she?"

"Back at your apartment."

"Oh." He still looked confused, but now he turned his face away. "Well, I'm here. You found me. And I just… I'm sorry, but I kind of want to be alone right now."

Tony sighed. "You should have let May know where you were going. She was worried enough to call me."

"I'm still confused why you're here."

"Well…" he wasn't sure how to respond. Then suddenly honesty seemed like the best option. "I guess _I _was worried about you."

Peter's face snapped up to look at him, and Tony saw something raw and damaged in his gaze, mixed with confusion. "You were?"

Tony raised an eyebrow. "Yup. You gonna give me some reason not to be?"

Peter's chin lowered to his chest, and he swallowed. "I… I don't know," he said finally. "Today's just not a good day,"

Tony sighed as he looked down at the boy. He knew the feeling.

Quietly, he came closer and sat down next to Peter, looking at the gravestone. He could see Peter staring at him out of the corner of his eye. They were silent for a minute, and then Tony asked, "What was he like?"

Peter didn't answer for what felt like a long time, and Tony was scared he had overstepped. Then he started slowly, "He was funny. Like, really sarcastic all the time. He would tease me and May and make dumb puns." The more Peter talked, the easier it seemed to say. "He loved history, and movies like _Star Wars _and _Close Encounters _. But he would also try to get me to watch old black and white movies, and talk about how they were made." He caught Tony's eye for a moment and gave a wry smile. "He would always get annoyed that I never cleaned my room, and he would help me with my homework."

"Sounds like a good man," Tony replied.

"Yeah, he was," Peter said softly. Then, with a smile, he added, "I remember one summer when I was little, he took me to the beach on Staten Island and we went to a candy store. I got these candies that were shaped like legos, and we got a bunch of fudge. He told me that if I ate too much fudge, it would kill me." He shook his head, "I'm sure he just wanted more for himself."

Tony huffed a laugh. "My dad used to pull the same tricks."

"Do you still miss him?"

Tony blinked, surprised at the question. Then he sighed, "Yeah. I mean, we had kind of a complicated relationship. Losing my mom was harder. But yeah, I do still miss him sometimes."

Peter swallowed roughly. "I just wish that I could talk to him again, you know?"

He nodded. "Yeah, I know."

There was another pause where Peter picked at the grass between his feet. "I'm sorry. For not being there when I should have been. With the Scorpion."

Tony shook his head. "No, don't apologize. You don't need to. I should be apologizing."

Peter looked frustrated with himself, "But if I had just… been there. It never would have happened."

"There's no point in thinking that way, Pete. Not for something like that."

The kid was still talking, and it sounded like it was more to himself now, "It's my fault. I should have been there. It's my fault!" His voice cracked on that last exclamation.

Tony furrowed his brow. "We still talking about the Scorpion here? Or is this… something else?" He was alarmed to see a tear slip down Peter's face - although it was scrubbed away after only a moment. "Peter?"

Peter took a shaky breath. "It's my fault," he said resignedly. "If I hadn't been so selfish - if I had been there for him… Uncle Ben would still be alive."

Somehow, it wasn't a surprise to hear him say it. After all, how often had Tony thought the same thing? "Listen, Peter…" he said slowly, trying to gather his thoughts, "When things like this happen - when people die… it's impossible not to think through everything you could have done differently. Just look at me - I made a whole virtual reality system to try and turn back the clock and make the right choices. But… we can't turn back the clock. Time doesn't stop, or reverse - no matter how much we want it to."

"You don't think I know that?" Peter said bitterly, rubbing his hand against his eye.

"Hey," Tony continued, "What I'm saying is there's no point in thinking about what you could have done. We did what we did. What happened, happened. And we learn to live with what we're left with. All we can do is try and learn so nothing like it ever happens again."

Peter sniffed wetly.

"Of course, that's easier to say than do. But… the _trying _is the important part."

Peter looked up at him, eyes bloodshot, then quickly looked away. "Sorry," he said, after a minute. "I'm not… I'm sorry, you - you don't have to deal with me. You can leave."

"Nah, I'm good," Tony replied. "I mean - if you want me to, I can. But… I don't need to be anywhere."

"Okay," Peter said softly.

And the sun shone down, and they sat together before the memory of a man.

* * *

A little while later, Tony drove Peter back to his apartment, soft music playing over the speakers. They had been quiet for a while, but somehow it wasn't awkward.

Then Tony said something that his own father would have never said: "I am sorry. For what I said to you the other day over the phone. You're right, I'm a damn hypocrite."

Peter looked over at him, eyebrows raised, but he didn't reply.

Tony continued, "There have been plenty of times where I've fucked up over the years — hell, I've been drunk in the Iron Man suit." He paused, collecting his thoughts. "I want you to be better than I am, because I know you can be. But I also know it takes time to find out who you are, and you're allowed to mess up. So, I'm sorry."

"I'm sorry, too," Peter said finally.

Tony frowned. "No, what I'm saying is you don't have to be. I fucked up, not you — you were just being a teenager. So accept the damn apology."

Peter's eyes were wide. "Okay," he said.

"Good. Glad we hashed that out." He turned up the music so they wouldn't have to talk the rest of the way.

Soon enough, they arrived at Peter's apartment building, and took the rickety elevator up to his floor. As soon as the door opened, May brought Peter in for a hug. He heard her mumble, "I'm sorry." Tony stood awkwardly to the side.

He coughed. "I, uh — I should go. I have a meeting at one," he lied.

May looked up at him. "Thanks, Tony," she said warmly. "We'll see you soon."

He nodded, gave Peter one last glance, and left the building the way he came.

* * *

As he was driving back to his place, his phone chimed. It was Rhodey.

"Bring him up, FRI," he said.

Rhodey's face appeared on the screen in the console.

"Hey, buddy, what's up?"

"_ Hey, uh… I think you should get back to the compound. Pronto." _

He frowned. "What's going on? Did Happy make you watch _Lion King _again? I told him you were scared of that movie."

"_ No — it's Vision. He's, back, Tony." _

Tony pressed down on the gas. "Tell him he's way past his curfew."

Rhodes rolled his eyes. "_ He's not talking about where he's been." _

"Typical. Do _not _let him leave, you hear me?"

_"Like I could stop him if I tried," _Rhodey replied.

"I'll be there in a half hour," he snapped, and disconnected the call.

This was interesting. Tony had been half under the impression that they might never see Vision again. He'd been disappearing for longer and longer periods with no explanation. He didn't exactly mind, but it wasn't making his life any easier — the idea of a free roaming super robot wasn't good for bureaucrats' blood pressure, and that usually fell back on him (Not to mention that tiny little detail of him being mostly responsible for Vision's creation, with the man who helped him do it being majorly MIA).

They'd never been able to pry out where Vision had been going, but it didn't take a genius to realize _who _he'd been going to.

If Wanda Maximoff was enough of a distraction to cause Vision to accidentally shoot down War Machine, she was definitely capable of convincing Vision to take a few extended vacations.

Tony wasn't exactly sure how to feel about helping give life to something that could actually _love _someone else. Hell, it took Vision less time to learn how to love than it had taken Tony.

But the fact remained that Vision knew exactly where the rogue Avengers were, and he wasn't saying. He didn't want to admit it, but it felt like another betrayal.

Tony had never explained Vision's relationship with Wanda to the powers that be, and he was never going to. Truthfully, he wasn't trying to find Steve and the others. He hadn't yet forgiven Rodgers, but he wasn't about to turn him back in to the raft.

He sighed.

It was complicated.

20 minutes later he arrived at the compound, whipping the car around the entranceway and leaving it parked where it would certainly get in the way.

He marched into the residential quarters and looked around for a silver and red metallic face. Instead, all he found was Rhodey sitting down in a chair, and another man with blonde hair standing with his back to him.

Who was that? Where was Vision?

"Rhodey, where is he?"

Rhodes looked up to see him, and only raised an eyebrow.

Then the stranger turned to face him, and Tony squinted. That face was familiar, but how…

"Vision? Are you… you've got a new look, I see."

Vision nodded somberly. "Do you disapprove?"

"I… well, actually, not gonna lie, it's a little unsettling. A little… cylon-esque," he replied. "Is there a reason for this? You about to join a boy band or something?"

"I feel it reflects who I am at this current moment," the robot replied simply.

Tony shot Rhodey a glance. "I bet Wanda doesn't mind having a soft hand to hold."

Vision actually _blushed _at that, although he otherwise kept his face neutral and did not reply.

"So, besides giving us a show of your new hair-do, why are you here?"

Vision clasped his hands together in front of himself. "I've actually come to inform you that I will not be returning again."

Tony frowned and shook his head at that, annoyed. "Yeah, we were starting to pick up on that, Mr. Disappearing Act. Is that really all you're here for?"

"I felt it necessary, as a… friend… that I pass on a proper farewell."

Tony swallowed. "Okay, message received. You can go now."

"Tony," Rhodey said softly.

"No!" he said quickly. "It's fine. This actually didn't need to happen. You can go." He was aware he sounded like a child throwing a tantrum, but at the moment he didn't care.

"I will," Vision said, not without a little heat himself. "Goodbye."

And with that he rose from the ground, faded through the ceiling and was gone.

Rhodey flashed him a look. "You handled that beautifully."

Tony raised his arms in frustration. "What did you want me to do? Grab on and ride his coattails out of here? Or try and convince him to stay? There's nothing we can do to control him anymore — this was bound to happen, we knew that it would happen, and now it has happened."

"And what if something happens and we need him?" Rhodey shot back. "We're _weak _right now Tony. And now you've just alienated one of our best assets. We could have at least come to an agreement that he would come to help if it were desperate."

"We are not _weak," _Tony snapped.

Rhodes looked around the empty room. "Then where is everyone, huh? We _need _more people on our side." He paused. "What we need is new Avengers," he finished.

Tony crossed his arms and stepped closer. "I _know, _" he admitted. "I tried — I asked Spider-Man, and he didn't want it."

Rhodey's jaw dropped. "You asked… that _kid _if he wanted to be an Avenger? Are you crazy? What, do you want him _killed? _"

"Jesus, I'm not stupid. I offered because he deserves it, and he's capable." He smoothed down his hair. "But, he said no, so it doesn't even matter, okay?"

Rhodey took a breath, and then looked back at him. "So what about someone else? We know there are more enhanced people out there. We can recruit them, train them."

He crossed his arms again. "No," he replied firmly.

"No?" Rhodes looked confused. "Why — why not? You recruited Patrick —"

"_ Peter." _

"Peter, whatever. Why can't we go out and find others?"

"Maybe because not everyone out there is someone we want on our team. We can't just trust random people to be capable of working with us."

Rhodey sat back. "Oh, that's what this is. You're scared, and you don't want to trust anyone."

Tony frowned angrily. "That is not what I said."

"Well, you might as well have said it. And Tones, I understand — but we don't exactly have that freedom right now. We _need _more bodies on our side."

"You sound like Fury."

Rhodey shrugged. "Well, I think Fury was right to get us together. What the Avengers have done — no one else could do."

Tony exhaled sharply through his nose, and stalked over to the fridge to grab a juice. "I realize that, okay? But I'm still not doing it. And I will _know _if you do," he warned, pointing a finger at James' chest.

Rhodey shook his head, face stony. "Well, you better start figuring out how to fight as well as ten people, because soon enough there's gonna be something new, something else that we have to face — because there always is. And we need to be ready."

"Fine. Maybe I will."

Rhodey rolled his eyes and stood. "I'm gonna give you a chance to rethink this. I'll be in the gym."

"I don't need to rethink this," Tony called after him. But Rhodes just left the room, no reply.

He huffed a breath. He needed to clear his head.

"FRI, get DUM-E to clear the tables in the workshop," he said.

He was going to figure out how to be as good as ten people fighting together. All he needed was a strong enough suit. And as he made it to the lab, his mind was already whirring with possibilities.

Anger really was a good motivator.

* * *

A/N: Please let me know your thoughts in comments!

To be honest, it might be a while before I update again, so I'm sorry in advance. Just know I'm still not abandoning this story! 3


	11. Chapter 11

Hospitals always made Peter feel uneasy.

He didn't have a good reason for why, especially considering his aunt worked in one. But ever since he was little, he had dreaded going to the doctor - dreaded walking into those bright, sterile halls filled with sick and sad people.

May said it was because he was too empathetic. Peter didn't know what to think, except that he didn't enjoy hospitals.

So as he stepped in through a set of automatic doors to a waiting room filled with people, he felt unsettled. Not least because of the reason they were there.

Peter glanced at Gwen, who was standing beside him, looking around for the front desk. She spotted it, and confidently walked towards it.

They had to wait in line behind a few other people, and as they did, Peter said, "Are we sure they want us there?"

Gwen shot him a look. "Peter, it's fine. I talked with Martha this morning. She said he'd be happy to see us."

Peter ground his teeth nervously. "Okay, okay. I just… don't know how I'm gonna react when I see his - his arm."

Gwen took a breath. "Yeah, I know. Maybe we should just pretend we don't see it?"

"Maybe. Too bad they don't sell Hallmark cards that say, 'Sorry you lost your arm to a costumed maniac,'" he said. He still felt guilt flood him when he thought about his part in all of this.

"Yeah, I wouldn't say that," Gwen said wryly.

They reached the front of the line and asked the lady behind the desk where to go. She directed them to a set of elevators and told them to go to the third floor.

As they entered the elevator, Peter turned to Gwen again. "So, do we ignore the arm or mention it?"

Gwen shrugged. "Maybe he'll mention it for us and we won't have to decide."

"That'd be nice."

The doors opened to the third floor, and they stepped out. Finally, they made it down the hall to Connors' room, and walked in through the open door.

Martha, Dr. Connors' wife, was sitting in a chair in the corner, and looked up from her book when they walked in, a smile coming to her face. "Gwen! Peter! It's so nice of you to come!"

"Hi, Mrs. Connors," Gwen said, stepping forwards and returning a hug that was offered her.

"Hey," said Peter, offering a tight smile.

Martha looked over at her son. "Billy, you remember Gwen and Peter, right?"

Billy, who was sitting cross legged on the ground playing with a model dinosaur, looked up shyly and gave them a wave.

Peter's gaze was pulled over to the bed in the center of the room. There, Dr. Connors was lying in a semi-upright position, a tired smile on his pale face. And sure enough, when Peter looked down - his right arm was like a missing puzzle piece. It had been cut off above the elbow, leaving a rounded stump that was currently covered in bandages.

"Hey there Peter, Gwen," the scientist said in a soft voice. He was clearly drained, probably both physically and emotionally. "Thanks for visiting."

Peter offered as much of a smile as he could, trying to keep his eyes from flitting to the stump. "It's - it's the least we could do," he replied.

"How are you?" asked Gwen quietly, and bravely.

Connors paused, and swallowed before answering. "Well, I've been better. But… I keep reminding myself it could have been so much worse."

Peter and Gwen just nodded, unsure how to respond to that.

After a beat of awkward silence, Connors coughed and said, "Well, there's no reason for the two of you to show up to the lab for the next few weeks. I'm sorry. I've told Nate and Ethan to finish up with our latest experiments. I'll be back as soon as I can, but until then…"

"We understand," Gwen said. "Take the time you need, Dr. Connors."

Peter just nodded.

"Thanks," Connors said.

Gwen looked over at Martha, and then back again. "Also, I'm happy to babysit for Billy if you ever need a break," she offered.

Martha smiled. "That's nice of you Gwen, thank you."

Peter felt like he should say something, but the words weren't coming to his mouth. Instead, he just put a smile on his face and looked between everyone in the room.

They only stayed for another couple of minutes, Gwen taking the lead in their conversation. But thankfully, they were soon out the door and down the elevator that they had come from.

"Sorry I didn't really say anything," Peter said to Gwen. "I'm not really good at those kinds of situations."

Gwen shrugged. "It's okay. You don't know them as well, either, so it's no big deal."

Peter sighed as they stepped out of the elevator and began crossing the floor to the exit. "I just can't imagine losing an arm," he said.

"Me either." They stepped outside into the hot sun, and walked towards the bus stop. "I hope they figure out this Scorpion thing soon," Gwen added.

"Yeah," Peter said, thinking about his role in all that.

Gwen seemed to read his mind. "Maybe Spider-Man will be able to figure it out. I mean, that's who the Scorpion was looking for. He'll probably do it again."

Peter nodded. The thought had occurred to him. Then, out of curiosity, he couldn't help but ask, "What do you think of Spider-Man?"

Gwen looked over at him. "Well, before recently, I wasn't the biggest fan of his," she said. "My dad's on the police force, and I figured they could do the job themselves, you know?"

"Your dad's a policeman?"

She nodded, then continued, "But then - oh, I didn't tell you about this, did I? It was pretty scary, actually."

Peter had a feeling he knew what she was going to say, but kept his face open and curious.

"I had gone out late to go to a bodega to grab some snacks, and this guy ran in with a gun!"

"Oh, my god," reacted Peter.

"I was so sure I was gonna get shot - this guy was crazy. He shot to the side at one point, trying to scare the cashier." She shook her head. "But then Spider-Man swung in through the window! He grabbed the gun, and tied the guy down with his webs." Gwen paused before saying, "He saved my life. How could I dislike a guy after that?"

Peter suddenly had an overwhelming urge to tell her that it was _him. He _had saved her life. But he pushed it back, and simply said, "Wow, Gwen. I'm glad you didn't get hurt."

She gave him a small smile. "Thanks, Peter."

The bus pulled up in front of them, and Gwen climbed on board. Peter would need to grab a different bus, since the two of them were headed in opposite directions.

"I'll text you, okay?" she said. "We'll hang out!"

Peter smiled and waved. "For sure! See you later!"

The bus doors closed, and Peter walked down the block and across the street to the stop that he needed.

A new sort of energy buzzed in his veins as he waited for the bus. He was going to catch the Scorpion. No one else was going to be hurt by that monster, and he would do whatever it took.

* * *

Peter perched on the edge of a building, looking out over the city below. The sun had long since set, and lights were glowing from the streets. Music drifted up from an open apartment window.

He'd spent the last few hours swinging around the city, going from Queens to Midtown and back, looking for any trace of the Scorpion. But whoever he was, he knew how to hide, and Peter hadn't found anything useful.

It was frustrating to come up empty handed, especially when his energy and motivation were so high.

As he turned to head back to his apartment, the familiar buzz of his spidey sense rang in the back of his head. He looked all around, trying to find whatever had set him off. There was nothing.

That seemed to be happening a lot these days. Was his sixth sense getting unreliable? Or was he just getting a cold or something?

He shook his head and jumped off the roof. Swinging always seemed to calm it down.

Still, something told him he should take the long way home.

* * *

The next day, Peter was leaning back against his bunk bed, twirling a lego piece in his hand. He was supposed to have left his apartment already - he, Ned, and MJ were meeting up to go to MoMA that afternoon, and at this rate, he was going to be late. But he couldn't get the footage he had seen of the Scorpion out of his head.

The destruction on Fifth Avenue had been running on the news for days, and the bits of footage the TV stations had collected from witnesses had been going practically on a loop. There was plenty of speculation over the new criminal and his costume/suit. Many people were still blaming Spider-Man for not intervening, which wasn't fun for Peter to hear. But everyone was sure that it was not the Scorpion's last appearance on the streets of New York.

It was Peter's visit with Dr. Connors and his conversation with Gwen that left him feeling desperate to fix the situation. But the trouble was, there were no leads, and no tell of where the Scorpion was hiding out. Last night had proved that. So it was a waiting game.

Peter hated waiting.

Finally he pushed himself to his feet, slipped on his sneakers, and grabbed his phone and his wallet. May was in the living room, papers and folders of work stuff scattered around her, and he waved goodbye as he walked out the door.

As per usual, it was damn hot out, and he had already worked up a sweat by the time he made it to the subway stop. Peter wished he could just swing downtown, but he had already agreed to meet MJ and Ned for the commute. Walking always made him feel better though, and this time was no exception. By the time he spotted Ned and MJ waiting for him, his brooding mood was behind him.

Ned smiled and waved him over. "Peter! You ready to get cultured?" he said.

Peter laughed. "You bet."

MJ was texting someone on her phone, but she looked up to give Peter a small smile.

"You want to have a competition?" Ned asked. "Who can find the most ridiculous piece of art in the whole place?"

"Oh, that sounds fun," Peter replied. "I'm in. MJ?"

She nodded. "Anything to make fun of pretentious artists."

"You know, I would've thought you'd like this stuff," Ned said. "It was your idea to add it to the bucket list."

Michelle shrugged. "Some of it has a good message. But most of it is just… weird."

Peter laughed at that.

"Peter, did you ask Gwen if she wanted to come?" Ned asked.

MJ turned back to her phone.

"Yeah, I did, but she has some family in town this weekend or something, so she couldn't come."

"Ah, okay."

At that point the subway pulled up, and they stepped on board. The car was mostly empty, so they took seats next to each other.

"I told you I went to see Dr. Connors yesterday, right?" Peter said to Ned once they were settled.

Ned raised his eyebrows. "Oh, right! How'd it go? How is he?"

MJ looked up in interest. "What is it?"

"Dr. Connors - you know, my boss at the lab? He was on Fifth Avenue when the Scorpion was there," Peter explained. "He's in the hospital, and he had to get his arm amputated."

MJ cringed in sympathy.

"Geez," Ned said. "That's no good."

Peter shook his head. "I mean, he didn't seem too torn up about it when we saw him. But it's not like he'd start crying in front of his interns."

"Well, how would you take your arm being amputated? I'm sure he feels similar," MJ reasoned.

"Yeah, I know," Peter said. "He told us we shouldn't come to the lab for a couple weeks - that he'd be recovering until then."

Ned was flexing his fingers in front of him. "I'll never take my hands for granted again."

"Right?" Peter replied. "It was hard to look at, honestly."

MJ was texting again and smiling down at her phone.

"Who are you talking to?" Ned asked.

"Uh… just someone from work," MJ replied.

Peter tried to shift his eyes to see, but he couldn't make anything out. Instead, he sank down in his seat and looked at the advertisements on the walls of the subway car.

The rest of the ride passed in snippets of conversation, and moments of quiet, listening to the rumble of the E train. They stopped at Fifth Avenue/53 Street Station about a half hour later, and walked around the block to the entrance of the museum.

It was crowded for a Monday - or at least more crowded than Peter had expected. They ended up having to wait in line to get a ticket for arguably too long, but eventually they made it inside, and were free to explore the place.

Peter couldn't say that he really understood art - especially contemporary art. Blank white canvases, or weird abstract things, were never able to hold his attention beyond the fact that they confused him. But he had always been drawn to photography, and was looking forward to seeing the exhibits that included that, however strange the photos might be.

Ned and Peter walked ahead of MJ.

"Whoa, look at that thing," Ned said, pointing at a painting.

Peter squinted. "What _is _that?"

"Don't ask, man. I don't want to know."

The next painting they saw was of a loopy sort of figure with a background of pale blue.

"'Bold and Brash?'" Ned said in a posh English accent. "More like, 'Belongs in the Trash.'"

Peter laughed.

At one point they stopped in front of a sculpture that was tall, thin, and golden. Peter cocked his head at it. "What's this one called?"

Ned looked at the card on the pedestal. "'Bird in Space,'" he read.

"Hm," Peter replied. "You know, I kinda like this one."

Ned put his hand on his chin. "Certainly gives you a lot to think about."

Peter looked at him sideways. "Like what?"

"I don't know," Ned shrugged. "Isn't that what art people say?"

Peter rolled his eyes, and then looked back at MJ, who was way down the room from them, texting on her phone again. "Man, who is she talking to?" he asked Ned.

Ned shrugged. "I don't know. I think maybe John."

Peter frowned. "John?"

"You know - the guy from the Fourth of July party? Who works at Young New York with her?"

He thought back, trying to remember. Suddenly, it came back to him. The tall blonde guy who had opened the door for them. "Huh," he said. "Do you think she likes him?"

Ned shot him a weird look. "I mean, maybe. Do you… care?"

"No," he retorted.

"I thought you liked Gwen?"

"I do!" Peter said, frustrated. "I just… you know, I'm curious."

Ned raised an eyebrow. "Well, ask her, then."

Peter groaned. "Whatever, dude. Let's just go look at the photos."

He turned to walk into the next room, Ned following behind him. Michelle followed after, keeping her distance from them and her eyes on her phone. As they looked at the photos, then more paintings, and finally the gift shop, Peter kept up his banter with Ned, but his eyes kept sliding back to MJ.

And the weird thing was, he wasn't sure why.

* * *

The sound of high heels on the hard floors echoed through the room, and without looking up from what he was working on, Tony knew exactly who had entered the room.

"I see you've been busy," Pepper said, referring to the models and parts strewn about the table and around him.

Tony looked up to see her long suffering expression. "What, this? It's just a… I'm just doing some repairs," he offered.

Pepper raised her eyebrows. "You've been in the lab for thirty six hours straight… doing _repairs_. Right."

He shifted a little, trying to hide what was behind him on the table. "Yeah, you know - things break, I fix them. It's the circle of life. Hakuna matata."

She stepped forward and paused right in front of him, looking down into his eyes before reaching around and grabbing what was on the table. She brought it in front of her and looked down at it. "Funny," she said, "This looks a whole lot like an arc reactor. But not one for a suit… more like the ones you used to wear."

"That is funny, isn't it. How weird." He grabbed it from her and put in back on the table.

"_Tony," _Pepper warned.

He tried to look as innocent as possible. Unfortunately, he had never been good at that. "What?"

"What are you doing here? I thought you were done with these?"

"Come on, Pep. It's nothing. I'm just, you know, just getting prepared. You never know when the zombie apocalypse is coming."

She groaned. "God, Tony, not this again. Please don't fill our house with five thousand Iron Man suits again."

"That's - that's not what's going on here."

"Then what _is_ happening here?"

Tony turned back towards the table and gestures to what was in front of him. "What's happening here is that I've made a breakthrough."

Pepper stepped back, her arms crossed — though a bemused spark was playing in her eyes. "Not another one of those."

"Please. You love it," Tony teased. He picked up what he was working on. It was a new a new version of the arc reactor - one that, when finished, could hold the makings of an entire suit within it. "See, it comes down to nano-tech," he told Pepper.

"Oh, of course," she replied dryly.

"This stuff is going to let me have more weapons built into the suit than ever before. Since they don't actually need to be physically there all the time!"

"Sure, Tony," Pepper said, obviously not following. "But why don't you explain this to me after you've gotten dinner, and some sleep? You look strung out."

He rolled his eyes, but then looked back up at Pepper. She had a look of gentle concern on her face. "Okay, okay," he relented. "Can we order Indian?"

"Yeah, I could go for that." Pepper paused her face thoughtful, and then added, "Did something happen? You don't normally pull these long stints in the lab anymore."

Tony looked away, hesitant to respond. But Pepper simply left the floor open for him, remaining silent, and eventually he couldn't hold it in. "It's Vision," he said. "He's not coming back again."

"I heard from Rhodey he was here the other day. Is that what he came to say?"

"Yeah." He scoffed. "He looks human now, did you know that?"

Pepper frowned. "What does that mean?"

"No more red face - he's got hair now. He - he looks human."

"That's… interesting."

Tony nodded. "Yeah. I don't really know what to think about it, honestly."

"Maybe he's growing up."

He frowned up at Pepper. "What?"

Pepper shrugged. "Well, it makes a little sense. He was your creation - Bruce's too. And he knew what you told him to know. But whatever else what put into him that you don't understand, I think it let him learn. And not just learn about the world around him - learn how to be human."

Tony sighed as he considered that. Then he said, "Well, he shouldn't have bothered. Being human is pretty foolish."

Pepper looked down at him for another moment, her expression unreadable, before grabbing his elbow. "Well, come on. Come upstairs. You should shower before we eat, too - you smell horrible."

Tony surreptitiously sniffed his armpit, and - Yeah. A shower would probably be good.

He stood up and stretched his arms out before reaching to pull Pepper in for a kiss.

She simply stepped back. "Nope. Not until you shower."

"Agh, okay," Tony said, and only took one last look at the worktable before he headed for the door.

* * *

Mac Gargan's face was hard, the harsh light of the room highlighting the scar on his face.

"How're things going out there?" Gargan asked Johnny.

Johnny shook his head. "Nothing much is happening. First of all, he's almost impossible to tail. And second, it's like he knows when we're watching him. He just disappears too fast to track."

"Hm. I just wish we knew…" he glowered. "Well, is the suit fully charged?"

Johnny nodded. "It's good to go, boss."

"Good. We'll be back out tomorrow, then."

Johnny nodded again, and turned to leave the room before pausing at the doorway. "I'm curious… why are you doing it this way? Why don't you just kill him?"

Gargan raised an eyebrow. "Well, that wouldn't be any fun, would it?"

Johnny huffed a laugh. "I guess not. See you tomorrow, then."

"Good night."

* * *

A/N: Sorry I took so long to update! I couldn't write for a while, and then I got a major case of writer's block. I'm not entirely sure about this chapter, so let me know what you think!

Also, I know this story is pretty slow. But don't worry - your patience will be rewarded. Angst is on the horizon!


	12. Chapter 12

A/N: We're back!

Sorry I took so long, but hopefully this chapter makes up for it. We've got some action in here, folks!

* * *

The Scorpion was back. But this time, Peter was ready. At least, as ready as he could be.

"Hey! Dumb-butt!" Peter called out.

Okay, so he was working on his insults. Call it a work in progress.

He was hanging off the side of a building, looking down at the green suit in the street. People were fleeing away in all directions. But it had worked. Spider-Man had the Scorpion's full attention.

The big guy took a few heavy steps towards him, his metal claws tightening into fists. "Spider-Man! Finally!"

"Nice to meet you, too," Peter said. His neck tingled, and a blast of energy came hurtling towards him from the Scorpion's suit. He dodged out of the way and swung down to a lamppost. The spot where he had been exploded into bits of brick. "Now, is that how you say hello to all of your friends? Not very nice, if you ask me!"

"We're not _friends_," the Scorpion growled, sending another energy blast his way. He dodged it again, but this time it was close enough he felt the heat off of it. Yeah, it wouldn't be comfortable to be hit by one of those.

"Well, that's not very nice, either! You don't want to be friends?"

"No!"

"Huh. Guess that means I can do _this_, then!" Peter shot out a web and swung forwards, knocking the Scorpion in the head with the heel of his foot. The brute stumbled backwards.

As Peter landed on the side of a building, gripping it with his feet, he smirked to himself. It looked like he really might be able to take this guy. Sure, he was big and powerful, but Peter was _fast_. Faster than this thing could ever be.

Yeah, it's that kind of cocky thinking that gets you into trouble.

Sure enough, the next time he swung in for a kick, the Scorpion was ready. He grabbed his feet tight, and the wind was knocked out of Peter's lungs when he hit the pavement.

"Ugh," Peter groaned before pushing himself up from the ground.

"Dirty little insect," the Scorpion cursed, stalking towards him.

"Why does everyone call me an insect? Spiders are arachn — aagh!" He moved out of the way just in time so the mailbox just missed him, instead of flattening him on the sidewalk. "Watch it, buddy, you really could have hurt me there!"

"That's the idea," the Scorpion shot back. The tail from his suit was curling behind him, the point on the end glistening.

He went in for a punch. Peter caught the fist in his hand, but the momentum sent him back a few feet.

"Whoa there," Peter said.

Then the tail shot down and he dove out of the way. The metal point broke through the asphalt and cracked the street.

Distracted by the tail, he didn't see the foot coming until it was too late.

Peter let out a groan as he was slammed back into the nearest building, the brick cracking behind his back. "Yup," he said, voice tight. "That one hurt."

But when the Scorpion closed in again, he shot back with his own offense, spraying the villain in webs.

For a moment, the Scorpion was trapped under the webs. Then the suit creaked, and the webs ripped.

"Whoa," Peter said. That was something he'd never seen before. He'd have to beef up the tensile strength of his webbing.

Peter jumped up and onto the Scorpion's head, desperately looking for chinks in the armor. Maybe he could pull this thing apart. The head wasn't a safe place to land though, apparently, because the tail could still reach him from there. He dodged another swipe of the stinger and landed in a crouch on a few feet away.

Peter looked around. The street had been cleared, thankfully, but he could see curious onlookers on the next block. He wished they would clear out. Didn't they know they were in danger?

Spider-Man watched as the Scorpion approached him step by step. He tensed himself to fight, hands raised out in front of him. He wasn't sure what move to make next, honestly. This guy was a hard nut to crack.

Then he heard a familiar sound in the distance. It approached rapidly, and then -

Iron Man's repulser beam struck the Scorpion in the chest, and he toppled over.

"_Hey, kid," _Peter heard through his comms.

He waved. "Hey, Mr. Stark."

_"You busy? I was thinking we could go out for lunch." _

Peter looked over at the Scorpion, who was pushing himself to his feet, and then back to Mr. Stark. "Uh…"

Tony looked back over at the Scorpion as well. _"Ah, yeah. I guess we better deal with this first, huh?" _

"Yeah…"

The Scorpion was back on his feet now, and he let out a scream of frustration. "AAGH!"

_"That's right," _Tony said. _"Just let it out." _

Then a rain of energy blasts shot from the Scorpion's suit towards Iron Man.

"Watch out!" Peter called unnecessarily.

As Mr. Stark dodged and weaved through the beams, and shot back his own, Peter shot out a web that stuck to the Scorpion's suit. Then he wrapped the web around his hand and yanked as hard as he could.

The Scorpion came flying towards him. Peter leapt up and kicked him across the face just as he got close.

_"Nice one!" _Tony said through the comms.

Then Peter felt the buzz of his spider sense. But before he could react, the Scorpion's tail swept in with crushing force and knocked him back into the nearest building. He crashed through the walls and landed on the inside of what looked like a fortunately abandoned office building.

Unfortunately, his flight through the wall had apparently knocked the structure out of whack. He heard Karen's voice in his ear just in time to roll out of the way of a falling light fixture.

_"You okay in there?" _Tony asked, but Peter didn't have the chance to reply.

A beam of energy blasted through the wall where he had gone through. He jumped over it, feeling the heat under him as he twisted and landed across the room. Peter looked around for the Scorpion, breathing heavily.

All he saw next was a wall crumbling on top of him.

"Ah!" he cried out, ducking and covering his head with his arms. As rubble rained down on him, he felt a terrible sense of deja-vu.

It seemed to go on forever. The noise was deafening in his head, and everywhere seemed to hurt. He couldn't move. His breaths came fast, but he tried to stop them since every time he took one he just inhaled dust.

When the debris finally settled, Peter was afraid to look. Was he trapped? Was he stuck? Did something happen?

Then he felt something cold on his shoulder, and his eyes snapped open.

"Whoa," he heard a voice say. "You're okay, Pete. Take a deep breath, huh?"

Peter blinked a few times, and registered that it was Mr. Stark who was saying the words. His helmet was down, and he was kneeling next to Peter.

Peter coughed out some dust, and breathed deeply. Taking stock, he realized that nothing was hurt.

He was okay.

"Oh," he managed. "Thanks."

"Are you okay?" Tony asked, looking him over. "Any injuries you want to declare to customs?"

Peter took another breath, and shook his head. "I'm okay," he said. Then his gaze snapped up again. "Where -" he said desperately. "Where'd he go? Where's the Scorpion?"

Tony gave him an apologetic smile. "He kind of… got away, when I went to check on you."

Peter looked at him in disbelief. "Got away?" he asked.

"Yeah. He's gone. It's okay, though. Let's just get you up." Tony pulled Peter to his feet and dusted him off.

"Now," Mr. Stark continued, "As I was saying. You want some lunch?"

* * *

"Shit, kid, you were amazing!" Tony said excitedly, slapping the table top. They were sitting in a small diner waiting to order. "I'm buying you all the pancakes you can eat."

Peter couldn't keep the smile off his face at the praise. "Thanks, Mr. Stark. But…" he bit his lip. "We didn't get him. He got away."

"Not for long, he didn't." Tony grabbed a bunch of napkins from the dispenser and wiped off his face. "That coward'll fall on his face the next time he tries to fight you. If he ever comes back at all."

"But… how do you know that? What if he's like… planning to blow something up or something?"

Mr. Stark, who had looked amused, sobered up a little. "Look, Pete. We won't let anything like that happen, okay? I'll help you find this guy… although he does seem to be pretty good at disappearing," he added. "But really - I wouldn't worry. After what happened today, you know - and he knows - what you're capable of. I'd say we scared him off."

Peter looked at Tony's face for a moment. "Okay," he said doubtfully. "If you say so."

"I do say so," Tony said, raising a hand to call over the waitress. "And I'm pretty well versed at this kind of stuff."

"You've been wrong before, though," Peter pointed out.

Tony shot him a look. "Okay, smartass. But, if I'm wrong about him being scared off, I'm not wrong about how quick we can knock this guy off his feet. So, lighten up, and let's eat pancakes, okay?"

Peter shrugged. "I think I can handle that."

"That's what I'm talking about."

A waitress showed up at their table with a notepad. "What'll you two have today?"

"Two full stacks of pancakes, please - and chocolate chips for my friend here," Tony said happily, jerking his thumb across the table at Peter. "Oh, and a coffee. Black."

The waitress scribbled something down, then looked up and smiled at them. "Great! That'll be out soon."

After she walked away, Tony turned back to Peter. "I mean, really. That move you pulled - when you yanked him towards you? That was great!"

Peter wished he could be as exuberant and confidant as Mr. Stark, but he smiled nonetheless. It felt good to be complimented. And he had thought that he'd fought well. "Thanks," he said. "You should probably chill out, though - people are looking over here."

Tony looked around. "You know, I don't get you, Peter," he continued, though thankfully at a lower volume. "You could tell everyone in this town who you were and make millions off of merchandising."

"Well… you know why -"

"Oh, believe me, I know. And it's commendable, really. Obviously you've got your heart in the right place."

Peter flushed. "That's - that's not what I meant."

"I'm not trying to take a dig at you, kid." Tony chuckled and scratched the back of his head. "Sorry, I'm still figuring out this 'praise' thing."

Peter laughed. "Yeah, you could use some practice."

"Well, we'll work on that." The waitress set a mug down on the table and Tony pulled it over to himself. "Ah, yes. Thank you." He took a sip. "Do you drink coffee yet, Pete?"

Peter shook his head. "No. I don't really like it."

Tony huffed a laugh. "Well, one day you'll discover just how amazing it is. Believe me, the time comes for everyone."

"When was that time for you?"

Tony shrugged. "Maybe six years old? I'm always ahead of the curve." He took another sip. "Anyways, I think we worked well together today."

"Thanks for coming," Peter said. "I think he would have kicked my butt otherwise."

Tony shook his head. "That's not true. You were about to find your groove again."

Peter just shrugged. Then he said, "Does this mean I'm an Avenger? We had a team up!"

Tony rolled his eyes. "One team up does not an Avenger make, kid. Especially when the bad guy gets away. Besides, you turned me down, remember?"

"I know."

Tony quirked a brow. "What? You been rethinking it?"

"Not really," Peter replied. He wasn't sure, but he thought he might have seen a flash of disappointment in Tony's eyes. Whatever he saw, it was gone in a moment. "I have been thinking, though," he added hesitantly, "That there… aren't really any Avengers left."

Tony's face looked carefully composed now. "Oh yeah?"

"Yeah," Peter continued slowly, kind of regretting that he had even brought it up. "I mean, it's you, and War Machine, and Vision. Everyone else is kind of like, a war criminal now."

"Well," Tony said with a sigh. "You're not wrong. Although, not _everyone _else is a war criminal. Some people are just straight up missing."

"That's not really… better."

Tony leaned back. "Nope. It's not, is it?"

Peter had a feeling he'd hate himself for bringing it up, but he couldn't stop himself from saying, "Do you know where Captain America is?"

Tony frowned. Yeah, he hated himself. Shouldn't have brought it up.

"No," Tony said, a little gruffly. "I don't know, actually. I don't want to know."

"Sorry," said Peter quietly, picking at his napkin. "I didn't mean -"

"It's fine," Tony said. "I just don't - Let's just maybe… not talk about it."

"Sounds healthy," Peter muttered.

"What?"

He looked up, wide eyed. "Nothing," he said, voice pitched high. "Uh, wow, look at that! They've got a jukebox in here! Crazy!"

Tony rolled his eyes. "Smooth, kid." He fished some money out of his pocket and passed it to Peter. "Here, go get some change and get some Metallica playing on there or something."

Peter considered the money in his hand. "Mr. Stark, this is a 100 dollar bill."

"And?"

Peter looked up at Tony, down to the money, and back up again. Tony just looked at him expectantly.

Peter blinked. "Nothing, I guess."

By the time Peter had gotten change, queued up a few songs, and gotten back to the table, their food was there. Tony was pouring maple syrup over his waffles and tapping his feet to the music. The awkward conversation they'd just ended seemed to be completely forgotten.

The rest of the meal was pleasant, with Peter and Tony joking back and forth and enjoying their pancakes.

The check came soon after, and they got ready to leave.

"Oh, you know, I forgot to tell you," Tony said, while pulling some cash out of his wallet for a tip. "I looked into it recently, and it looks like that Vulture guy's finally been convicted. Or, he's about to be. One of the two." He shrugged and dropped the money on the table. "But anyways, thought you'd want to know. He'll be in prison for a long while."

Peter blinked, and conflicting feelings swirled inside of him at the news. "Oh. That's - that's good."

"Wow, don't sound too excited, now. You'll pull a muscle."

He looked up at Mr. Stark, who was obviously amused. "No, no -" he said quickly. "It's good! I just -"

Tony chuckled. "It's okay, kid. Now do me a favor and watch a movie or something tonight. Relax."

Peter rolled his eyes. "Yeah, yeah."

"You want me to drop you off somewhere?" Tony asked as he stood up from the booth.

He shook his head. "Nah, I'm fine. Thanks, Mr. Stark."

"Okay. We'll, I'll see you Wednesday, then."

"Right!" Peter followed him out the door of the diner and out onto the street.

"Good work today, kid," Tony said, waving goodbye one last time, and walked off towards the corner, where his car was waiting.

Peter watched him walk down the sidewalk for a moment before he turned and walked in the opposite direction, keeping an eye out for a useful alleyway.

* * *

As Peter swung home, he thought about the Vulture. It was good that he'd been convicted, he thought. Although, it was hard not to think about him without thinking about who he was as a person. Who his actions - and Peter's, really - had affected.

Peter flipped just for the fun of it and landed on top of a flag pole. "You know, I wonder how Liz is doing," he said to Karen. "I never meant to mess up her life. I mean, it's not my fault her dad is a criminal, but I wish it didn't have to affect her."

"_You made a difficult choice. You shouldn't blame yourself for others' mistakes."_

Peter smiled. "Thanks, Karen. But… maybe I should call her sometime. Check in."

_"Call Liz?"_

"Yeah," he replied, jumping to the side of the building and climbing up. "It could be -"

_"Calling Liz."_

His eyes widened, and he nearly fell off the wall. "Wait, what?" he cried. "No! No, no, no! Karen, that's not -"

Then Liz's voice was on the other line. "_Peter?"_

Peter slammed his palm into his forehead. "Oh, uh - hi? I mean, hey Liz!" he screwed his eyes shut in embarrassment.

_"Peter?" _she said again. "_What - why are you calling?"_

He stammered out a response. "I - well, I just wanted to - you know, say hi!"

There was a pause. "_Okay," _she responded slowly. "_Hi."_

Peter continued quickly. "And just - yeah, just check up on you. See how you're doing."

"_I… I'm okay." _

God, this was awkward. "That's - that's good! How's Oregon?"

_"Um, it's rainy." _There was another pause. "_Look, Peter, I don't really -" _

"I'm sorry about your dad," he blurted. "The - the sentencing. That must be difficult."

Her voice was hard. "_Yeah. I…" _suddenly she sounded confused and angry. "_Wait, how do you know about that?" _

Peter cursed silently. It wasn't public knowledge yet! He had just heard it from Tony - it hadn't been announced yet! "I - I… It was - I don't know, I just heard it somewhere."

Liz didn't sound convinced. "_Right. What, are you stalking us? You shouldn't know about that!" _

He didn't know what to say. "I'm sorry! I don't know -"

"_Yeah, thanks for calling, Peter," _she cut him off. "_Honestly, though, I'd like it if you didn't call again. Okay? Sorry, but - goodbye." _

The call cut off.

Peter groaned. "Agh! Why did you do that? That was awful!" He put his face in his hand and leaned up against the wall. "She's gonna hate me now. Karen, take me back in time to two minutes ago!"

"_I am unable to process that request," _she replied.

"Oh yeah? But you can just call people randomly?"

She didn't respond to that.

Peter heard his phone ringing in his ears, and half expected it to be Liz calling him back to ream him out again. He wouldn't blame her.

Instead, though, Karen said, _"Incoming call from Gwen Stacy. Should I put her through?" _

Peter blinked. "Uh, yeah," he said. "Sure."

_"Hi, Peter!" _Gwen's voice came over the headset.

"H-Hey, Gwen. What's up?" he struggled to shift to this conversation from his last one.

_"So… I was thinking, we don't have work tomorrow, right? I mean, it's a Tuesday but we won't be going in because of Dr. Connors." _

Peter nodded, even though Gwen couldn't see. "Yeah. That's right."

_"Well," _Gwen said. _"Do you want to go to Coney Island with me? I think it could be fun!" _

He smiled. "Yeah! Uh, yeah, Gwen. That'd be great. When do you wanna go?"

_"I was thinking like three or four? I'll have my dad drive us over." _

"Yeah, okay," he replied. "Sounds good."

_"Sweet! I'll see you tomorrow. And I'll text you when we're on our way to pick you up."_

"Okay!" Peter said excitedly. "Yeah! I'll see you tomorrow!"

_"Bye!" _

"Bye," he said, and Gwen ended the call.

Peter leaned back against the wall again, his feet still keeping him stuck to the brick, and looked out across the city scape, his mind racing.

"Was that…" he said. "Did she - did she just ask me out? Is this… Karen, do you think this is a date?"

_"I suppose you'll find out," _said Karen simply.

Peter just sat in the moment for a second, trying to sort it out in his mind. Then he pushed away from the wall. He'd need professional help for this problem.

"I need to talk to May."

* * *

Johnny flinched as Gargan threw the helmet of the suit down onto the warehouse floor, his curses filling the air.

"What the fuck!" Mac yelled. "I was so close!"

"I'm sorry," Johnny said. "But, did you really expect this suit to stand up to Spider-Man _and _Iron Man?"

Gargan shot him a dirty look. "It could barely even stand up to Spider-Man when he was alone! How are we supposed to catch him if we can't beat him?"

"I don't know," Johnny admitted. "I guess we just have to find the right moment. Some time when Spider-Man's alone. And unprepared."

"How are we supposed to find that time? When is that?"

Johnny shrugged. "I - I don't know that," he said again. "But we'll find it."

"You better," Gargan growled, hands curled into fists. "Or you might just find yourself _out of a job_, if you get me."

"I'll be looking. And I'll keep you updated," Johnny said, and swiftly left the warehouse, leaving his angry boss behind. They needed a solution, and quick.

The problem was, Johnny didn't know where to look. But he got moving anyway.

There was always the chance they'd run into some luck.

* * *

A/N: Hope you enjoyed! As always, let me know your thoughts in comments. Thanks to everyone who's already commented - you really inspire me to keep writing.

And if you like this, check out some of my other stories! I'm currently having fun with a zombie apocalypse AU.  
Anyways, thanks for reading, and I'll see you in the next chapter!


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